PPGD's The Avengers
by Darkfanboy19
Summary: Fanmake of the 2012 phenomenal movie "Marvel's The Avengers." The power hungry unicorn Trixie is about to strike Earth with a powerful force. "And there came a day unlike any other where the world's greatest superheroes unite together to fight this threat and save the world. The Powerpuff Girls, Iron Robot, Ultimate Ben, Dexter, Twilight Sparkle and Hulk-Courage unite to fight!"
1. Prologue

**I don't own anything.**

**ENJOY THIS EPIC STORY!**

* * *

The blue cosmic powered cube known as the Tesseract is viewed by a dark background. An eerie voice is heard.

_"The Tesseract has awakened." _

A group of stairs in a starry and rocky lair are shown.

_"It is on a little world, a human world. They would wield its power, but our ally knows its workings as they never will."_

An alien speaks to his master at his throne.

_"She is ready to lead..." _The alien known as the Other places an amulet around a unicorn pony's neck and her eyes glow red.

_"...and our force, our Chitauri, will follow."_

An army of aliens set their armors on and await for the invasion.

_"The world will be hers. The universe, yours."_

One more look at the Tesseract.

_"And the humans, what can they do... but BURN?"_

The Tesseract engulfs the surroundings.

* * *

**Somewhere over California.**

A helicopter flies over the desert of California and over the hill is a secret SHIELD base. Unfortunately, the base is now in emergency protocol as evacuations proceed.

"All personnel, evacuation order has been confirmed. Please proceed to your designated vehicles and off campus for evacuation. This is not a drill."

The SHIELD agents and troopers evacuate from the base as something is about to transpire. Every agent and scientist pack their bags into their SHIELD cars and try to get away from the area on trucks as fast as they can while the helicopter comes into view. Agent Sean Razinski stands where he is as he watches the SHIELD helicopter touch down. Exiting the helicopter is SHIELD corporal Candace Flynn as she exits the chopper, along with her, Director William 'Bill' Fowler. Fowler walks up to Razinski with Candace.

"How bad is it?"

Razinski takes off his shades. "That's the problem, sir. We don't know."

Inside the base, Fowler, Candace and Razinski take the elevator down to the science base.

"Dr. Darby read an energy surge from the Tesseract four hours ago." Razinski said to Fowler.

"NASA didn't authorize Darby to go to test phase." Fowler responds.

"She wasn't testing it. She wasn't even in the room." Razinski responded back. "Spontaneous event."

"It just turned itself on?" Candace asked.

"Where are the energy levels now?" Fowler asked.

"Climbing. When Darby couldn't shut it down, we ordered evac."

"How long to get everyone out?" Fowler asked once more.

"Campus should be clear in the next half-hour."

"Do better." Fowler told him.

Razinski stopped and walks back from Fowler to get everyone out.

"Sir, evacuation may be futile." Candace said.

"We should tell them to go back to sleep?" Fowler questioned.

"If we can't control the Tesseract's energy, there may not be a minimum safe distance."

"I need you to make sure the Phase 2 prototypes are shipped out." Fowler told her.

"Sir, is that really a priority right now?" She asked.

"Until such time as the world ends, we will act as though it intends to spin on." Fowler made himself clear. "Clear out the tech below. Every piece of Phase 2 on a truck and gone."

"Yes, sir." Candace said in reluctance and calls to two troops to follow her as she walked by Fowler.

Fowler then enters the lab room and finds June Darby in front of a machine holding the Tesseract, while reading the Tesseract's energy.

"Talk to me, Doctor." Fowler called out and June sees him.

"Director." June said as she walks up to him.

"Is there anything we know for certain?" He asked.

"The Tesseract is misbehaving." She said as a scientist pokes a prod into it and it shoots out an electric spark out, surprising him.

"Is that supposed to be funny?" He questioned as he is serious.

"No, it's not funny at all." June says as Fowler comes to her. "The Tesseract is not only active, she's behaving."

They walk over to the science monitors.

"I assume you pulled the plug." Fowler assumed.

"She's an energy source." June says. "We turn off the power, she turns it back on." She walks over to the energy monitors. "If she reaches peak level..."

"We prepared for this, Doctor." Fowler tells her. "Harnessing energy from space."

"But we don't have the harness." June joked and reads the computer. "My calculations are far from complete. And she's throwing off interference, radiation. Nothing harmful, low levels of gamma radiation."

Fowler looked at the cube and then looked back at June upon hearing what she said. "That can be harmful." He looks around the quarters. "Where's Agent Stoppable?"

June chuckled. "The Hawk?" She looks behind her and points up for Fowler. "Up in his nest, as usual."

Fowler sees Ron Stoppable up by the balcony keeping a close eye on things. "Agent Stoppable, report." Fowler ordered him and Ron leaves his post, slides down the rope and walks with Fowler to the Tesseract.

"I gave you this detail so you could keep a close eye on things." Fowler explained to Stoppable.

"Well, I see better from a distance." Ron replied.

"Have you seen anything that might set this thing off?" Fowler asked.

A scientist calls for June. "Doctor, it's spiking again." Readings on the Tesseract are going critical.

"No one's come or gone." Ron stated. "And Darby's clean. No contacts, no IMs." Ron and Fowler stood by at the machine holding the Tesseract, while June looks at the readings. "If there was any tampering, sir, it wasn't at this end."

Fowler then gives Ron a strange look. "At this end?" He asked.

"Yeah, the Cube is a doorway to the other end of space, right?" Ron said as the Cube spikes more sparks. "Doors open from both sides." Ron looked at Fowler saying that.

June types down something while the readings grow strong. "Not yet."

Just then, the Tesseract goes crazy in the machine and shoots more sparks out. Fowler and Ron looked to their astonishment as this happens. The Cube causes a quake that shakes base up and Razinski felt it as the scientists stopped. Candace by the garage also felt it and looks back. Electrical surges are heard as the Tesseract gathers a lot of power for itself as it spurts more energy out, all the while June, Fowler and Ron watches this along with the nearby agents and scientists. The Cube gathers enough power and begins to fire off a beam. The beam shoots to the other end of the room and grows into a void of blue energy. It grows more and opens a portal, a blue hoof steps out of the portal and the while portal explodes into a shockwave, passing through everyone and up toward the ceiling. Everyone then laid eyes on a unicorn pony standing at the end of the room. The SHIELD officers move in slowly with their guns ready as they approach the blue unicorn.

The blue unicorn faces up and reveals her face, Trixie, and she grins evilly with eyes flashing red. Fowler and Ron stared at her motionless while Trixie looked around her to see the officers slowly moving up to her. June recognizes that kind of creature before.

"Little unicorn?" Fowler called out and Trixie stared at him. "Please take off that necklace."

Trixie then notices the alicorn amulet on her neck and looks back up to Fowler. She then angrily clinched her teeth and shoots a red blast beam at Fowler, but Ron tackles him out of the way and the beam knocks over a machine. The soldiers fire at Trixie who leaped up to a officer and stabs him through the chest with her horn. The other soldiers fire but Trixie shoots tiny spears at them, impaling their chests and fall to the ground. She then shoots another monitor that scientist was on. She slashes another agent in the chest with her horn, as Ron and the other agents fire at her with their pistols. She felt them and fires another beam at them, Ron ducks but it obliterates an agent and bucks the last attacker to the wall.

Trixie looks up feeling exhausted and panting as she sees that her new found powers had destroyed most of the science equipment here and killed a few agents and scientists. Trixie grins but then she saw Ron getting back and trots to him. She pins him to a wall with her front hooves as Ron grabs her horn. Trixie smiles. "You have heart." Trixie's horn then glows and then leans her head to Ron's chest and with a touch of her horn, some energy surges within Ron's body and his eyes turn black. He then looks up at Trixie while his eyes turn blue and follows her like a minion. Trixie backs off a bit to see that Ron is now in her control. Fowler watched this in shock as he quickly and quietly takes the Tesseract out of the machine and places it in a case while shaking his hands from the burn it had. He closed the case as Trixie continued to brainwash more agents to her will.

Fowler then prepares to leave the base with the case in hand but Trixie notices. "Please don't." And Fowler stops. "I still need that."

Fowler turns his head a bit over to her. "This doesn't have to get any messier."

"Of course it does. I've come too far for anything else." Trixie said. "I am the Great and Powerful Trixie of Equestria..." June then looks up at her in shock. "...and she is burdened with glorious purpose."

"Trixie?" June got up and walked to her. "Sister of Twilight Sparkle."

Trixie looks to her while Fowler speaks. "We have no quarrel with your people."

"Oh... but an ant has no quarrel with a boot." Trixie said.

"Are you planning to step on us?" Fowler asked jokingly.

"Trixie comes with glad tidings..." She talks while Ron looks up at the ceiling to see blue energy spiking. "...of a world made free."

"Free from what?"

"Freedom." Trixie trots up near June. "Freedom is life's great joke. Once you accept that, in your heart..." She quickly turned her head and touches June's chest with her horn and brainwashes her too. "...you will know peace the way Trixie does."

"Yeah, Trixie says 'peace'..." Fowler joked with her as Ron looked up at the ceiling again. "I kind of think she means the other thing."

"Do not dishonor the Great and Powerful Trixie with her name!" Trixie yelled at him.

"Great and Powerful Trixie..." Ron walked up to her and showed the ceiling spiking with blue energy. "Director Fowler is stalling. This place is about to blow and drop a hundred feet of rock on us." The energy grows more. "He means to bury us."

"Like the pharaohs of old." Fowler sarcastically responded.

"He's right." June says as she looked at the monitors. "The portal is collapsing in on itself." She looks to Trixie. "We've got maybe two minutes before this goes critical."

Trixie takes one more look at Fowler and smiled. "Well then."

Ron drew out his gun and fired a bullet at Fowler as he drops to the ground, dropping the case. Ron then takes the case and walks out of the room with Trixie, June and another agent.

Ron, Trixie, June and the agent enter the garage and Candace spots them. "We need these vehicles." Ron said to her while Candace looks around in confusion. Trixie then hops onto a truck just as Candace spots her.

"Who's that?" Candace asked.

"They didn't tell me." Ron lied as he and June get into one of the vehicles while Candace had no suspicions on Trixie. She thinks it's all clear until Fowler radios her on the radio.

"Flynn!" Trixie hears this as Fowler takes the bullet out of his vest. "Do you copy?" Fowler strained and warns Candace. "Stoppable has turned." She looks back and Stoppable grabs his gun and tries to shoot Candace as she goes for cover. Ron continues shooting until he gets into the truck and drives off with the Tesseract and Trixie. Candace attempt to return fire at them but they speed out of the garage and out of sight.

Back in the science lab, Fowler, weaken from the bullet, exits the lab while the blue energy surge continues to grow at an alarming rate. "They have the Tesseract! Shut them down!" Fowler ordered as he left while every piece of equipment gets sucked into the void.

Candace throws her gun into a jeep and pilots it. She starts the car and tries to pursue the fiends through the tunnel. Trixie watches as she sees, and Ron looks at the rear mirror, a couple of SHIELD cars chasing them. One of the cars gets close enough to one of the vehicles to shoot at. But Trixie conjures magic through the amulet and shoots a red blast beam with her horn at one of cars, destroying it and it flips over by some stairs. The car slides down upside down and it blocks the way for the other vehicles to chase. Trixie laughs at their expense.

The blue void is beginning to lose stability as it grows more with surges as Fowler escapes from the lab and races to the exit, while avoiding falling debris.

The void causes another quake making the agents and Razinski drop a pile of cabinets down the stairs. "Let's go!" Razinski ordered. "No! Leave it! Go!" He tells them as they escape.

Ron continues to drive as June remains a look out, while Candace is catching up to them in her jeep through a shortcut. Candace then makes it in front of the truck and handbrakes, turning her car toward them. Ron's car then collides with Candace's as he pushes forward with her. Ron shot through the windshield with his gun at Candace while she shot hers.

Razinski gets into a truck with the other surviving agents and radios Fowler. "We're clear upstairs, sir. You need to go."

Fowler ran for his helicopter as the whole base starts going haywire. He gets on and the helicopter takes off from the ground just as the earth underneath them starts to crack up.

Candace and Ron continued firing at each other until he shifts his gears and steers around her sides, breaking her off his view as she slides back. The truck continues to escape through the while Candace continues chasing after it.

Fowler's copter ascends into the air while the void inside glows brighter until it shrank but then explodes into a massive energy wave and decimates the earth around in it's path. The base's surface begins to sink down into a hole while Razinski and his men escape from it's path. The entire base itself falls apart as it gets destroyed by the void's energy. Fowler watched this from his helicopter with anger.

The tunnels also start to collapse right on top of Candace and the escapees. Candace tried her best to dodge the falling debris while the truck on the outside escapes the base on truck to avoid the sinking earth that chases them. Razinski watched in utter horror as the SHIELD base sinks down from the surface. While Candace wasn't so lucky as she gets caught by the debris and is stranded from it's grasp. Trixie and the others made it out into the exit of the tunnels and drive down the path outside. But Fowler's chopper caught up with them and Trixie looks up with anger. Ron turns the truck around and drives along the dirt road. They tried to outrun it but Fowler open his door as the chopper flew in front of them and fired a round of bullets at them. Trixie then shoots another red beam and hits the helicopter's engine, making it spiral out of control and descends to the ground. Fowler jumped out of the copter in time and rolled as the copter hits the ground and shreds its blades off on the grass.

Fowler got up and fired his gun at the truck but it escapes onto the road and speeds off, with the Tesseract and Trixie on board as she smiles with evil.

Fowler gets up as Razinski radioed him. "Director?" No response. "Director Fowler, do you copy?"

Fowler answers his radio. "The Tesseract is with a hostile force. I have men down. Flynn?"

Candace gets out of her jeep and climbed over the debris. "A lot of men still under. I don't know how many survivors."

"Sound a general call." Fowler responds. "I want every living soul not working rescue looking for that briefcase."

"Roger that." Candace responds as she takes a breather.

"Razinski." He talked again. "Get back to base. This is a Level Seven. As of right now..." Razinski and Candace listened. "...we are at war."

Razinski thinks and responds on his radio. "What do we do?"

Fowler then looked up and stared forward with a distinct look. "We gather our team." He responds as he glares with hope.

_CUE EPIC THEME MUSIC_

**_PPGD's THE AVENGERS_**

* * *

**End of prologue.**


	2. Assemble the Team

**PPGD's The Avengers**

**Chapter 1: Assemble the Team**

Over at a warehouse district in Russia, a train passes by whistling it's horn. Inside the warehouse, third floor, are a bunch of mobsters interrogating a young woman with red hair, tied up in a chair and standing at the edge of a hole two floors down. One of them comes up to her and slaps her across the face. She breathes heavily from the slap. Her name is Kim Possible, the Black Widow and she flexes her neck after being slapped.

[This is not how I wanted this evening to go.] The Russian Mob leader says to her as she looked back.

[I know how you wanted this evening to go.] Kim said back to him. [Believe me this is better.]

[Who are you working for?] The leader asked. [Lermentov, yes?]

One of his goons, holds the chair and leans it over to the edge. She gets a bit scared of this. [Does he think...] the leader spoke. [...we have to go through him to move our cargo?]

[I thought General Solohob is in charge of the export business.] Kim said and the goon puts her chair down.

[Solohob...] He paces around her. [...a bagman, a front. Your outdated information betrays you. The famous Black Widow. And she turns out to be simply another pretty face.]

[You really think I'm pretty?] Kim asked.

The leader walks over to a table while his goon grabs her by the mouth. [Tell Lermentov we don't need him to move the tanks. Tell him he is out. Well...] He takes a pair of pliers and stares back at Kim. "...you may have to write it down." He spoke in plain English.

Just then, one of the goon's phone rings and he answers. [Hello?] He listens and turns to the leader. [It's for her.]

He takes the phone and speaks into it. [You listen carefully...]

Razinski on the phone interrupts him. "You're at 1-14 Silensky Plaza, 3rd floor. We have an F-22 exactly eight miles out." The leader looks behind him in shock. "Put the woman on the phone or I will blow up the block before you can make the lobby."

The leader then looked at Kim and puts the phone down on her shoulder to listen to.

"We need you to come in." Razinski said to her.

"Are you kidding? I'm working." Kim retorted.

"This takes precedence." He said again.

"I'm in the middle of an interrogation. This moron is giving me everything."

The leader heard what Kim said and asks around in confusion. "I don't... give everything."

Kim looks at him and back on the phone. "Look, you can't pull me out of this right now."

"Kimberly..." Razinski spits it out. "Stoppable has been compromised."

Kim stared out in shock after hearing that and looks back on the phone. "Let me put you on hold."

Kim then allows the leader to grab the phone again but then stomps down on his shin and he screams in pain. She head-butts him and his goons run up to her. She kicks the first goon down and knocks the other with her chair, whilst still tied to it while standing. She then rolls over to one of them and butts his face and stamp his toes with the chair's leg. She then knocks him down with the chair and kicks the other guy in the groin. All the while, Razinski listens on his phone and hears beating them up. At least it makes a good waiting tune for him. Kim then somersaults over to a downed goon and slams him down with the chair, breaking it apart and free from her bounds. One of the goons grab her and struggles. But Kim twists his arm and elbows him. She smacks his face with the chair leg and jump kicks his chest as she landed on her back but slithers back up. She then runs up to him and grabs him by the neck with her feet and slams him down to the ground. Kim then looks back at the leader as he gets back up while she gets some chains. The leaders run up to her but Kim dodges and he hits the rail. Kim then ties his leg with the chain and drops him down the hole while hanging upside down by the chain.

With that settled, she grabs the phone and her shoes as she walks down the hall, still with Razinski on the phone.

"Where is Stoppable now?" Kim asked.

"We don't know." Razinski responded.

"But he's alive, right? Please... is he alive?" Kim was worried as he and Ron are close friends.

Razinski looks at the monitors over Kim and Ron's last mission together. "We think so. I'll brief you on everything when you get back. But first, we need to recruit the world's finest people."

"The Avengers?" Kim asked.

"Yep."

"So... you want me to get the Powerpuff Girls over to base?"

"Flynn's got the Powerpuff Girls covered. You go talk to the big shot."

"Razinski, you know that Miss Wakeman trusts me about as far as she can throw me."

"I've got Wakeman. You go talk to the other big shot."

Kim then stops as she realizes she must go get Courage... the Hulk. She looks back and utters. "Oh, boy..."

* * *

Over at the borders of Mexico, a little girl runs through the streets, passing by a huge crowd and enters a house. She climbs up the stairs but is stopped by a doctor. [Stop! You can't come up here!]

A lady sees her and questions. [Who are you? Get out! There is sickness here.] The little then sees Courage, the little pink dog as he brushes his teeth and rinsing his mouth out.

The little girl speaks. [Are you a doctor? Please, Doctor Doggy, please!] Courage then sees the girl and walks up to her. [Doggy, my father is not waking up! You have to help him. He has a fever and he's moaning but his eyes won't open.]

[Hold it!] Courage stops her and points to the people on the bed. [Sick like them?] She looks at the coughing children.

The girl pleads for her and Courage accepts.

Courage follows the girl over to a shack but stops her as a truck comes passing by. After the road is clear they proceed onward and enter the shack. But just then the girl ditches Courage as she climbs out of the window. Courage watched this and laughs. "The things I do for love..." He uttered his catchphrase.

"You know, for a dog who's supposed to be avoiding stress you picked a hell of a place to settle." Kim spoke as she reveals herself to Courage.

Courage laughs and walks up to her, feeling unsurprised. "Avoiding stress isn't the secret." He says.

"Then what is it? Yoga?"

Courage then looks around the area. "You brought me to the edge of the city. Smart." He looks out the windows. "I assume the whole place is surrounded."

"Just you and me." Kim responded.

"And your actress buddy?" He pointed back at the girl. "Is she a spy, too? They start that young?"

"I did." Kim admitted. "I started out as a web program."

"Who are you?"

"Kim Possible."

Courage then feels unpleasant about this. "Are you here to kill me, Miss Possible? Because that's not going to work out for everyone."

"No, of course not. I'm here on behalf of SHIELD."

Courage becomes more unpleasant. "SHIELD..." He gets a bit stressed. "How did they find me?"

"We never lost you, Courage. We've kept our distance. Even helped keep some other interested parties off your scent."

"Why?"

"Bill Fowler seems to trust you. But now we need you to come in."

"What if I say no?"

"I'll persuade you."

Courage looks at her seriously. "And what if... the other guy says no?"

"You've been more than a year without an incident. I don't think you want to break that streak."

Kim walks on over as Courage paces around. "Well, I don't every time get what I want."

"Courage, we're facing a potential global catastrophe."

Courage laughs. "Well, those I actively try to avoid."

"This." She shows him the Tesseract on her phone. "It's called the Tesseract." She passes the phone to Courage. "It has the potential energy to wipe out the planet." Courage jumps onto the table and takes a look at the phone as he puts on glasses.

"What does Fowler want me to do? Swallow it?" Courage joked.

"He wants you to find it. It's been taken. It emits a gamma signature that's too weak for us to trace." Courage listens. "There's no one that knows gamma radiation like you do. If there was, that's where I'd be."

"I barely know anything about gamma radiation. You should be going to the one who was in charge. Oh wait, that's right, she's dead. Sorry... Can't help." Courage refused.

"Courage, Muriel's death isn't your fault."

"Please don't say her name and how do you know her?"

"I said, we were following you."

"Oh... so, Fowler doesn't want the monster?"

"Not that he told me."

"And he tells you everything?" He takes his glasses off.

"Talk to Fowler. He needs you on this."

"He wants to put me in a cage?"

"No one is putting you in-"

Courage slams on the table. "DON'T LIE TO ME!" And quickly Kim took out a gun under the table and aimed at Courage in fear. Courage then backs away for a moment. "I'm sorry. That was mean. I just wanted to see what you'd do." Kim calmed down for a moment while still aiming. "Why don't we do this the easy way where you don't use that and the other guy doesn't make a mess. Okay? Kim?"

Kim then lowered her gun and calls off her troops that were surrounding the shack. "Stand down." The troops then lowered their weapons and back away. "We're good here."

Courage laughs as he noticed that they weren't alone. "'Just you and me.'" He spoke back at what she said as Kim displays a bit of fear.

* * *

Over at SHIELD HQ, Director Fowler speaks with the World Security Council.

"This is out of line, Director." Said one of the Council. "You're dealing with forces you can't control."

"You ever been in a war, Councilman?" Fowler asked. "In a firefight? Did you feel an overabundance of control?"

"You're saying that these ponies are declaring war on our planet?" The other asked.

"Not all ponies. Trixie." Fowler corrected.

"She can't be working alone. What about the other one? Her sister?" Said the British councilwoman.

"Our intelligence says Twilight Sparkle is not a hostile, but she's worlds away. We can't depend on her help either. It's up to us."

"Which is why you should be focusing on Phase 2." Said the Councilman. "It was designed for exactly this..."

"Phase 2 isn't ready. Our enemy is." Fowler said. "We need a response team."

"The Avengers Initiative was shut down." Said the councilman.

"This isn't about the Avengers."

"We've seen the list." Said a French councilman.

"You're running the world's greatest covert security network and you're going to leave the fate of the human race to a handful of freaks."

"I'm not leaving anything to anyone." Fowler retorted calmly. "We need a response team. These people may be isolated, bitchy, cute, unbalanced even... but I believe with the right push they can be exactly what we need."

"You believe?" Asked the councilwoman.

"War isn't won by sentiment, Director." Said the councilman.

"No, it's won by soldiers." Fowler said.

* * *

And talking about soldiers... We cut to see a recreational center with the super alien soldier from World War II, Ben Tennyson. He punches a sandbag in a fit of rage and exercise. While Ben aggressively punches the sandbag with bandaged gloves he remembers about the war. Fighting with his team. Knocking down the HYDRA enforcers. He even remembers the last thing he did after he woke up. _"There's not enough time! I got to put her in the water."_ Plummeting the Valkyrie into the icy water while remembering Julie Carter. _"You won't be alone."_ He punches the sandbag even fast as more memories from the war pass on through his head and he sweats. And then a brief shot of the scientists defrosting Ben's body from the ice. _"Oh my god! This guy is still alive!"_ And then Ben punches the sandbag off the hook and to the ground while dripping its sand.

Ben breathes heavily after taking in all of the stress and walks over to a pile of sandbags. He lifts one off the ground and places it on a hook. He looks up at it, exhales a blow and proceeds punching the bag. Just as Bill Fowler arrives to check on him. "Trouble sleeping?"

Ben sees him and punches the bag more. "I slept for 70 years, sir. I think I've had my fill."

Fowler walks up. "Then you should be out, celebrating, seeing the world."

Ben stops punching the bag as he looked at Fowler as he entered. Ben pants and starts removing the bandages off his hand. "When I went under, the world was at war. I wake up, they say we won." Ben said. "They didn't say what we lost."

"We've made some mistakes along the way." Fowler told him. "Some, very recently."

Ben looks at him and asks. "Are you here with a mission, sir?"

"I am."

"Trying to get me back in the world?"

"Trying to save it." Fowler then hands Ben a document for him and he takes a look at it.

He sees the picture of the Tesseract. "HYDRA's secret weapon."

"Nora Wakeman fished that out of the ocean when she was looking for you." Fowler said as Ben looked at more of its files. "She thought what we think. The Tesseract could be the key to unlimited sustainable energy. That's something the world sorely needs."

Ben hands him back the document. "Who took it from you?" He asked.

"She's called Trixie." Fowler said. "She's not from around here. There's a lot we'll have to bring you up to speed on if you're in. The world has gotten even stranger than you already know. And true to fact, you would be surprised on what she looks like."

Ben gets his bags. "At this point, I doubt anything would surprise me."

"Ten bucks says you're wrong."

Ben takes his bag over to the sandbag pile and carries one with him. "There's a debriefing packet waiting for you back at your apartment." Fowler told him as he starts to walk away with bag and sandbag. "Is there anything you can tell us about the Tesseract that we ought to know now?"

"You should've left it in the ocean." Ben told him as he leaves.

* * *

Over in Chicago, a purple blob monster roars as it rains havoc on the city. The civilians below flee for their lives. But one boy with glasses, red hair and a lab coat comes running in. Dexter! He runs up to the monster and pulls out a blaster gun. He then fires three blast bullets at it but it absorbs the bullets and tries to strike at Dexter. Dexter does a dodge roll from the monster's downward strike and deploys a jetpack on his back. He flies up and around the monster blasting him with his gun. The monster isn't giving up and he grabs onto Dexter's wings and rips them off.

"Oh, son of ahhhhhhhh!" Dexter screamed as he fell into the monster's mouth and down into his clear stomach. He lays there while resenting his failure. "Well, I'm doomed. Again..."

But then a boom in the skies is heard as three streaks fly through the sky. Dexter looks back and sees them coming in. "What was that? A sonic boom!" A pink, green and blue streak comes up to the monster and reveal themselves; Blossom, Bubbles and Buttercup. The Powerpuff Girls. The monster tries to strike them but they dodge out of his way. Dexter sticks his head out of the monster. "Girls! I'm afraid we cannot beat this monster! Go back in time and do not let me- Huh?"

Blossom inhales a big breath and blows a giant blizzard of ice at the monster, freezing him solid. Dexter was quite amazed by this. Blossom then wipes her mouth and tastes. "Minty Fresh Ice Breath." Blossom said.

The monster is completely frozen in place. Buttercup then gets under it and lifts above her head. "BUBBLES! GO LONG!" Buttercup screamed as she hurls the monster into the air and Bubbles springs up in the air delivers a smashing blow to the monster. "HI-YA!" Bubbles screamed as she bursts the frozen monster to pieces. Dexter is then free-falling as he screams but is caught in the arms of Blossom.

"Hi. Don't worry, we gotcha." Blossom assured her.

"Umm... hi." Dexter was nervous and amazed.

The crowd then looks up at them and cheers. Buttercup and Bubbles then fly up to her and Dexter. "C'mon, Blossom. We don't have time to make googly eyes at each other." Buttercup said.

"Hey! We're having a moment!" Blossom said and Dexter blushes.

"Mm... I wonder what the school is serving for lunch..." Bubbles wondered.

"Let's go! I'm getting hungry!" Buttercup couldn't wait.

"Then let's hurry back!" Blossom said as she flew with Dexter in her hand.

The girls and Dexter land back in Megaville Elementary and Blossom settles Dexter to his feet.

"Alright! I am so hungry!" Buttercup said as she opened the doors only to be greeted by SHIELD agent Candace Flynn. "And who the hell are you?"

"Candace Flynn of SHIELD. Powerpuff Girls. I need a word." She says. Blossom and Bubbles look to each other in shock.

Inside the cafeteria, many students are having lunch. Blossom, Bubbles and Buttercup however sat in the table with Candace Flynn.

"Are you here to arrest us, Miss Flynn? Because we're not going down without a fight." Said Buttercup.

"Buttercup!" Blossom looked at Buttercup and then at Flynn. "What is it, Miss Flynn?"

"I'm here by orders to take you into SHIELD. We need your help."

"Why us? What did we do?" Bubbles asked.

"We've heard about you. We also heard about the Expo Incident and how you and your boyfriend were almost killed by a psychopathic boy." She said.

"Oh yeah. What about?" Blossom asked.

"Well... we got bigger problems. Director Fowler wants you on his team to face a threat that we cannot handle."

"What kind of threat?" Blossom asked again.

"Let's just say, a unicorn just invaded our world and is about to claim it as her own kingdom."

"DID YOU SAY UNICORN!?" Bubbles jumped out of her seat and asked. "AHHHHHH!" She screamed in joy. "I love unicorns!"

"This unicorn is evil." Candace spoke again.

"Oh!" Bubbles stopped seeing she embarrassed her sisters. "Tee hee hee..." She giggled nervously.

Buttercup then asked. "Why?"

Candace gives Blossom a file. "This."

Blossom opens the file and it contains information about the Tesseract. "The Tesseract? I read about this."

"You read everything, don't you?" Buttercup joked.

"Girls... this is the weapon that the Space Nazis used to invade our world. Before we were created." Blossom told them. "This cube is so powerful, any criminal holding it in its hands could become invincible... Unlimited power." Blossom pauses and looks up. "This should not fall into the wrong hands." She looked very worried as Dexter listened on. "Why is this unicorn after it?"

"She's not after it. She's has it. She wants to unleash it but we don't know where it is. And that's where you girls come in. You have to be our eyes in the sky."

"Forget it, lady!" Buttercup pushes the file back. "There's no way I'm skipping a good lunch for this piece of crap."

"Buttercup? Be nice!" Bubbles said.

"What? You actually believe what she says?" Buttercup questioned Bubbles.

"I believe in unicorns." Bubbles responds.

"Well, either way, we have to find out why she wants to unleash it. Take us in." Said the determined Blossom.

"Good. I'll have a SHIELD drop-ship come in and take you to the-"

"Sorry, lady..." Buttercup interrupted her as she leans back with her feet up. "But... we know where it is."

Candace is surprised and Blossom shows her a tracker chip. "You kept an eye on us, we kept an eye on you. Courtesy of Dexter, Boy Genius." She looks at Dexter as he was the one responsible for infiltrating SHIELD. Candace glares at Dexter.

"You gotta let me in too. I can help locate this interesting object with the help of my expertize." Dexter says and Candace looks at the both of them. She stares at the girls' nice but more mischievous looks.

"You are worst than my brothers." She gets up from the table and leaves. Blossom gets up from the table and kisses Dexter on the cheek and he once again blushes.

"We're going to see a unicorn." Bubbles says in transfix while Buttercup stares at her again.

* * *

Over in Megaville at night, underwater of the city, Iron Robot herself, Jenny Wakeman uses her laser beam to cut off a piece of metal to open up the wire lines. She then places a power battery device over the wire and it hooks on with a coupling. After that was done, Jenny skyrockets towards the surface. She flies out of the water, passing a boat and flies towards the city of Megaville.

"Good to go on this end. The rest is up to you." Jenny said.

"You disconnected the transmission lines?" Sheldon talks to her via communication to her pigtails. "Are we off the grid?"

"Wakeman Tower is about to become a beacon of self-sustaining clean energy."

"Well, assumeing the power battery takes over and it actually works." Sheldon said back.

"I assume." Jenny said as she flew by the city buildings. Jenny then flies up to her tower and ascends to the highest peak, floating before it. "Light her up."

Sheldon presses a button and activates the tower's power. The whole building lights up and the sign flashes 'Wakeman' on it.

"How does it look?" Sheldon asked.

"Like Christmas morning, but with a little more... me in it." Jenny said as she gazes at it in awe.

"We've got to go wider on the public awareness campaign. You need to do some press." Insisted Sheldon. "I'm in D.C. tomorrow. I'm working on the zoning for the next three buildings."

"Sheldon, you're killing me. The moment, remember?" Jenny said. "Enjoy the moment."

"Then get in here and I will."

Jenny responds to that as she flies to the top of her tower and lands on the docking bay of the roof. She touches the floors and walks down the stairs with her contraptions taking off the gauntlets, pigtails, chest plate and boots.

_"Jenny, Agent Razinski of SHIELD is on the line." _Said SALLY.

"Tell him I'm not in." Jenny said as the machines take her upgraded gauntlets off her arm. "I'm actually out."

Jenny continued walking down but SALLY comes in again. _"Jen, I'm afraid he's insisting."_

"Grow a spine, SALLY. I got a date."

Jenny enters her penthouse suite and walks up to Sheldon Lee who is reading the levels of the tower. "Levels are holding steady, I think."

"Of course they are. I was directly involved." Jenny says as Sheldon looks to her. "Which brings me to my next question; How does it feel to be a genius?"

"Well, I... I really wouldn't know, now would I?"

"What do you mean? All this came from you."

"No, all this came from that." Sheldon pointed at Jenny's Belly Bolt Power Battery.

"Give yourself some credit. Please." Jenny puts her hands on Sheldon's shoulders. "Wakeman Tower is your daughter. Give yourself 12% of the credit."

"12%?"

"An argument can be made for 15."

"12%? My daughter?"

They walk over to the lounge area.

"Well, I did do all the heavy lifting. Literally, I lifted the heavy things." Jenny stretches her joints. "Nearly pulled a muscle if I had one. And, sorry, but the security snafu? That was on you."

Sheldon gets a bottle from the cooler and pours a drink into it. "Oh!"

"My private elevator..."

"You mean our elevator?"

"Yeah... it was teeming with sweaty workmen." She walks over to him and sits down. "I'm going to pay for that comment about percentages in some subtle way later, aren't I?"

"It's not going to be that subtle."

"I tell you what." Jenny pulls out a can of oil and opens it. "The next building is gonna say 'Lee' on the tower.

"On the lease." Sheldon corrected her.

"Whatever you say." She and Sheldon cling their glasses as the suite doorbell rings.

_"Jen, the telephone. I'm afraid my protocols are being overridden."_

"Uhh..." Jenny is confused.

"Miss Wakeman, we need to talk." Razinski said on the phone.

"Give me a second." Jenny to Sheldon as she grabs her phone and talks in it. "You have reached the life model decoy of Jenny Wakeman. Please leave a message." Sheldon chuckled at her attempt.

"This is urgent."

"Well, leave it urgently."

Just then the elevator doors open and Agent Razinski was still on the phone as he talked.

"Security breach." Jenny proclaimed. "It's on you."

"Miss Wakeman." Razinski puts his phone away.

"Sean! What are you doing here?" Sheldon greeted him.

"Sean?" Jenny asked in confusion.

Razinski walks in. "I can't stay. We have to make this quick."

Jenny and Sheldon walked over to Razinski. "Umm... his first name is 'Agent', right?" Jenny corrected.

"Come on in. We're celebrating." Sheldon said.

"Which is why he can't stay." Jenny said.

Razinski hands her a high tech file. "We need you to look this over as soon as possible."

"Yeah... I don't like being handed things." Jenny said.

"That's alright. I'll take it. I don't have a problem being handed things." He takes the file from Razinski.

"Which is why you are used it." Jenny said to Sheldon.

Razinski takes Sheldon's glass as he grabbed the file. Sheldon then takes Jenny's can of oil and hands her the file. "Here you go." He said handing it to her.

Jenny paused and looked at Razinski. "Offical consulting hours are between 8 and 5 every other Thursday."

"This isn't a consultation." Razinski said.

"Is this about the Avengers?" Sheldon asked. "Which I know nothing about."

Jenny activates the file and walks over to her desk. "Pttf. The Avengers Initiative was scrapped, I thought. And I didn't even qualify."

"I didn't know that either." Sheldon said.

"Apparently I'm volatile, self-obsessed, don't play well with others. And I used to be crazy, bitchy and germ-fearing."

"That I did know." Sheldon said again.

"This isn't about personality profiles any more." Razinski said.

"Whatever." Jenny said. "Mr. Lee, got a second?" She called to Sheldon.

Sheldon gives Razinski a second as he comes over to her desk. Jenny presses some buttons on the profile as Sheldon looks over. They talk.

"You know, I thought we were having a moment." Jenny spoke.

"I was having 12% of a moment." Sheldon said and Jenny laughs. "This seems serious. Sean's pretty shaken."

"How would you know if it's... and why is he 'Sean'?" Jenny didn't knew Razinski's first name.

"What is all this?"

"This is... umm... let me..." Jenny zooms out the screen puts all of the file on around the desk. "This."

Jenny shows Sheldon the video files of the heroes seen on the folder:

Ultimate Ben fighting HYDRA troops with his team back in the war.

Twilight Sparkle battling the Destroyer back in Nevada.

Blossom fighting Mandark in the Expo Tower.

Bubbles fighting the Dread Dragon.

Buttercup fighting Bell.

Dexter fighting the Powerpuff Girls at the school grounds.

And Courage battling the General Specific's army at Megaville Campus.

Jenny and Sheldon watched them as Sheldon look in awe. "I'm going to take the jet to DC tonight." Sheldon said in a bit of nervousness.

"Tomorrow." Jenny corrected her.

"You have homework. You have a lot of homework." He referred to the video files.

"Well, what if I didn't?"

"If you didn't?"

"Yeah."

"You mean when you've finished?" Jenny nodded and Sheldon smiles. "Well, then..." He hugs her and Jenny smiles. Razinski isn't finding this moment very comforting right now.

Sheldon lets go and Jenny concludes. "Square deal. Fly safe."

Sheldon smiles and he leans in and kisses Jenny. They have another moment together. He lets go and walks off. "Work hard."

"I will. I promise." Jenny said back.

Sheldon turns back. "Don't make promises you can't keep." He said reminding Jenny and she giggles.

Sheldon then leaves as he passes with Razinski. "Do you think you can give me a ride over at the airport?"

"I can drop you there." Razinski said.

"Great." Sheldon takes one more look at Jenny as he and Razinski leave through the elevator.

Jenny is now left all alone in her suite. She then lean back on her desk and sighs. "Way to go, Jen. Smooth moves." Jenny then laid eyes on the files again and gazes upon the Tesseract in the files. She squints her eyes and grabs it via hologram projector. Jenny examines it closely and realizes it is an important aspect of this mission given to her. She looks up and glares.

* * *

Over at the Pacific Ocean, a SHIELD quinjet flies over the seas. Inside the jet, two pilots while Agent Razinski sits at the back with Ben looking over the files on the folder. "We're about 40 minutes out from home base, sir."

Razinski then puts away his headphones and walks up to Ben who talks to him.

"So, this Muriel Bagg was trying to replicate the serum they used on me?" Ben asked Razinski.

"A lot of people were. You were the world's first superhero." Razinski mentioned. "Muriel thought gamma radiation might hold the key to unlocking Erskine's original formula."

"What happened to her?"

"She was afraid when she remade the serum and to test it, she used one of her pets as a guinea pig."

"Is this one of her pets?" Ben referred to Courage as he watches him on the file as he destroys Specifics machines.

"Yeah. She died when her dog transformed into... that... and he killed her."

Ben was shocked inside. "Didn't really go her way, did it?"

"Not so much." Razinski said. "When he's not that thing, though, the dog's like a straight up smart dog like Stephen Hawking."

Ben didn't know who Stephen Hawking is and looked up at Razinski. "He's like a smart person." Razinski said.

Ben looks back to his folder and watches. "I gotta say..." Razinski speaks again. "...it's an honor to meet you... officially. I sort of met you. I mean, I watched you while you were sleeping." Ben continues to look at the nervous Razinski. "I mean, I was present while you were unconscious from the ice." Ben gets up and walks at the front of the ship. "You know, it's really just a huge honor to have you on board this..." Razinski was lost for words.

"Well, I hope I'm the man for the job." Ben said.

"Oh, you are. Absolutely." Razinski says and thinks. "We made some modifications to the uniform. I had a little design input."

"The uniform?" Ben confusingly asked. "Aren't the stars and stripes a little... old-fashioned?"

"With everything that's happening and the things that are about to come to light, people might just need a little old-fashioned."

Ben understands what Razinski said and continues looking at the front view.

* * *

Somewhere in a hidden unknown location, a couple of mercenaries run through the tunnel and enter into a secret base of operations. They are all brainwashed soldiers, mercenaries and scientists, all at the hooves of Trixie. Inside the lab, June Darby, still under Trixie's control, helps create a gadget for the Tesseract to power. While they all do this, Trixie lies down on a cushion as she concentrates on her alicorn amulet. The amulet glows and it sends her through her mind in the far reaches of space. There she sees her other self talking to the alien known as 'the Other'.

_"The Chitauri grow restless."_

"Let them gird themselves. I will lead them in the glorious battle."

_"Battle? Against the meager might of Earth?"_

"Glorious, not lengthy. If your force is as formidable as you claim."

The Other gets agitated._ "You question us? You question her, she who put the alicorn amulet in your hoof? Who gave you ancient knowledge and new purpose when you were cast out, defeated?_

"Trixie was a queen! She is the rightful queen of Equestria... betrayed."

_"You speak for yourself. The last little girl we sent to destroy those powerful beings on Earth was decimated in the process. Remember?" _It was him who sent Bell to kill the Powerpuff Girls!

"I won't make the same mistake. I, Trixie will be superior!"

_ "Your ambition is little and born of childish need. We look beyond the Earth to greater worlds the Tesseract will unveil."_

"You don't have the Tesseract yet." The Other then rushes over to Trixie's face in slight anger. "I didn't threaten you." The Other holds his anger. "But until I open the doors, until your force is mine to command, you are but words. Trixie would depend on that."

_"You will have your war, little pony." _The Other then walks around her. _"If you fail, if the Tesseract is kept from us, there will be no realm, no barren moon, no crevice where she cannot find you." _He stops behind her. _"You think you know pain?" _He puts his hand on Trixie's head. _"She will make you long for something sweet as pain." _Light flashes on Trixie's face.

Trixie comes back into reality as she tilted her head in pain after that touch. She then looks up in anger, making sure her plan will work and her eyes glow red.

* * *

**End of chapter.**


	3. Pony & Robot

**PPGD's The Avengers**

**Chapter 2: Pony & Robot**

* * *

Over back at the Pacific, the quinjet flies above the water and over towards a giant SHIELD base. On it are many agents and soldiers and the air crew makes way for the quinjet to touch down on the runway. The quinjet opens and Ben Tennyson exits out with Agent Razinski.

"Stow the captain's gear." Razinski ordered one of them said as Agent Kim Possible walks on over to Ben and Razinski. "Agent Possible, Captain Tennyson." He introduced Ben to Kim.

"Ma'am." Ben greeted.

"Hi." Kim greeted back. "They need you on the bridge. They're starting the face-trace."

"See you there." Razinski said as he walks off.

Ben and Kim walk and talk.

"It was quite the buzz around here, finding you in the ice. I thought Razinski was gonna swoon." Kim said. "Did he ask you to sign his Ultimate Ben trading cards yet?" She asked and Ben looked in confusion.

"Trading cards?"

"They're vintage. He's very proud." Kim said.

Ben and Kim then walked up to Courage who arrived as well.

"Doctor Bagg." Ben called out and Courage sees him.

Courage walks up to him and Ben was kinda surprised to see the smart dog himself. "Hello?" He said. Ben kneeled down and shook hands with him.

"Nice to meet you." Ben greeted.

"Yeah... they told me you would be coming." Courage said.

"Well, word is, you can find the Cube."

"Is that the only word on me?"

"Only word I care about."

Courage nodded his head in a bit of nervousness. He looks around as he talks. "It must be strange for you, all of this."

Ben looked around himself and see soldiers running in exercise formation. "Well, this is actually kind of familiar." Reminds him of his days at training camp.

Just then, three colorful streaks of light fly around the base. Ben, Courage and Kim watch them as Courage looks on with widen eyes. The Powerpuff Girls touch down onto the base and walk up to the gang.

"Are they...?" Ben watched them come over as he asks Kim.

"The one and only." Kim said.

The girls walk over and Bubbles spots Courage and gasps. Courage looked on with happiness as Bubbles joyfully runs up to Courage and hugs him. "COURAGE!" She squealed as she hugs him tight and Courage's eyes pop out for a moment. "I missed you..."

"I missed you too..." Courage said while struggling to breathe.

Blossom and Buttercup walked up Kim and Ben. "Agent Possible." Blossom greeted and looks to Ben. "Captain Tennyson. I must say... it is a huge honor as a superhero to be greeted by another superhero of legend. You were my idol." Blossom expressed honor towards Ben and he smiles.

"Nice to meet you. Blossom right?"

"*giggles* Yep. Of the Powerpuff Girls!" Blossom says. "Oh... and this is Buttercup."

"Just so we're clear... we're getting paid for this, right?" Buttercup to Kim and Blossom jabs her elbow to her. "Ow!"

"And she is..." Ben looked towards Bubbles still hugging Courage.

"Bubbles." Buttercup said.

"And you three fight crime? How old are you?" Ben asked.

"We were created as five year-olds so I guess you could say... we're ten years old." Blossom explained.

Ben nods. "Right."

Blossom couldn't hold her smile and squeals. "I'm sorry! Can I have your autograph?" She is such a fangirl.

"You can sign stuff later." Kim cuts in. "Right now... we have a job to do."

The alarm goes off around the base and every agent and soldier are reentering the base. The girls, Ben and Courage look around to see this.

"Guys... you might want to step inside in a minute." Kim warned them. "It's gonna get a little hard to breathe."

Machines under the base start to whir. "Flight crew, secure the deck." More whirring comes on.

"Is this a submarine?" Ben asked.

"Really?" Courage jokes while still in Bubbles' arms. "They want me in a submerged, pressurized, metal container?"

Blossom, Buttercup, Bubbles, Courage and Ben leaned their heads over to the edge of the flight runway and down at the water. They see a giant metal propeller coming out of the water and stands in at the corners of the base. They activate the propellers and the base lifts itself up from the water and floats in the air. The team was amazed.

"Oh no. This is much worse." Buttercup joked as well at this sight.

The flight crew chains and locks up the jets in place on the flight deck as the entire SHIELD base lifts off from the water and starts to slowly fly. The SHIELD Helicarrier. Kim leads, Blossom, Ben and Courage into the main control hub. They see a large group of agents working at their stations and maintaining the Helicarrier's degree and altitude. Ben is quite impressed by the outlook and so is Blossom. Courage walks around and spots two SHIELD agents on the watch and acts on low profile.

"Hover power check complete. Position cyclic. Increase collective to 8.0%."

"Preparing for maximum performance takeoff. Increase output to capacity."

"Power plant performing at capacity. We are clear."

"All engines operating." Said Agent Candace. "SHIELD Emergency protocol 193.6 in effect." She looks at Bill Fowler on the control board. "We're are at level, sir."

"Good." Fowler said. "Let's vanish."

"Engage retro-reflection panels."

The Helicarrier activates the reflection panels around the base, making it clear in the sky and the Helicarrier invisible.

"Reflection panels engaged."

Fowler then turns to the team as they stand or sit around the table. "Heroes..." Fowler walked up and Ben comes over to hand Fowler a ten dollar note just for seeing the Helicarrier's interior. Ben walks over past the control panel to have a look around while Candace watches him. Fowler comes up to Courage.

"Doctor, thank you for coming." He held his hand out and Courage reluctantly shakes his hand.

"Thanks for asking nicely." Courage then talks. "So... ummm... how long am I staying?"

"Once we get our hands on the Tesseract, you're in the wind." Fowler responds.

"Where are you with that?" Courage asked again.

Razinski comes in and reports. "We're sweeping every wirelessly accessible camera on the planet. Cell phones, laptops..." Kim searches on Ron's current status with the team. "If it's connected to a satellite, it's eyes and ears for us."

"That's still not gonna find them in time." Kim retorts with worry.

"You have to narrow your field." Courage said. "How many spectrometers do you have access to?"

"How many are there?" Fowler asked back.

"Call every lab you know." Courage said to Razinski. "Tell them to put the spectrometers on the roof and calibrate them for gamma rays. I'll rough out a tracking algorithm, basic cluster recognition. At least we could rule out a few places."

Fowler and the girls are amazed. "Oh you have got to be kidding me." Buttercup groaned.

"Do you have somewhere for me to work?" Courage asked.

"Agent Possible." Fowler called out to her as she starts to escort Courage to his work station. "Could you show Doctor Bagg to his laboratory, please?"

Kim has Courage to follow her as he continues looking nervous. "You're gonna love it, Courage. We got all the toys." Courage walked by Bubbles as she waved at him and he waved at her. Bubbles was so relived to see Courage again.

* * *

Back in Trixie's hideout, the scientists and June are still working on the gadget. "Put it over there." June told them and then walks up to Ron. "Where did you find all these people?"

"SHIELD has no shortage of enemies, Doctor." Ron said to her as he types in on a file tablet. He then holds up the image to her. "Is this the stuff you need?"

"Yeah, iridium." June says. "It's found in meteorites. It forms anti-protons. It's very hard to get hold of."

"Especially if SHIELD knows you need it." Ron remarks.

"Well, I didn't know." June admitted. "Hey!" She sees Trixie trotting over to them. "The Tesseract has shown me so much. It's more than knowledge. It's truth."

"I know." Trixie says. "Trixie's explanation is gift giving." Trixie turns to Ron. "What did it show you, Agent Stoppable?"

Ron turns to Trixie with eyes glowing blue. "My next target."

"Tell the Great and Powerful Trixie what you need." Trixie said as Ron walks over to a containment case and gets out his bow.

"I need a distraction." He opens it up with a thrust. "And an eyeball." He looked toward the smiling Trixie.

* * *

Back on the Helicarrier. The SHIELD agents work at their very best to track Trixie's movements. Buttercup just tosses a ball at a wall and it bounces back to her, she repeats it as she is bored. While Ben and Razinski talk.

"I mean, if it's not too much trouble." Razinski speaks.

"No, no. It's fine."

Ben looks away while Razinski still felt a bit nervous around Ben. "It's a vintage set." He says again. "It took me a couple of years to collect them all." Ben doesn't respond as he focuses on the task. Razinski acts a bit nervous to speak again. "Near mint." He says again and Ben looks at him with annoyance. "Slight foxing around the edges, but..."

The monitors pick up a track and beeps.

"We got a hit!" Agent Lancer called. "A 67% match." He looks at the computer again. "Wait. Cross match, 79%." Fowler looks at his control dashboard. "Yep... We found her. She's making her move."

Buttercup tosses the ball out of her hands and gets up. "Finally, some action!" She pounds her fist to her palm.

Razinski looks at the monitors with him. "Location?"

"Stuttgart, Germany. 28 Konigstrasse." Lancer said. "She's not exactly hiding."

"Captain..." Fowler called out to Ben as he turns around to him. "...you're up."

Ben nods as he gets into costume. While SHIELD tracks Trixie's movements in Germany.

* * *

Over at Stuttgart, at a formal ball.

The guests enjoy themselves by chatting, clinging glasses and laughing as they enjoy the lovely music played by the violin band. Not to mention the statues of two bulls that form a bench. The patrons continue to enjoy themselves as the presenter and curator taps on the mike and the violins continue to play.

Back on the Helicarrier. Ben walks through the opening doors and gazes upon his new green and black striped suit, mask and vibranium shield. He looks at them with no expression.

Back in Germany, two guards were keeping a look out at their posts. Suddenly the guard on the roof hears a whoosh and looks down below. He sees the guard below has been shot with an arrow and falls down dead. The guard becomes alerted but then another arrow flies in and pierces him in the chest. He falls from the roof and hits the ground.

The violins continue to play while a SHIELD quinjet flies through the skies with Buttercup as she gets ready to fight bad guys.

With the guards taken care of, Ron walks past their corpses as one of the brainwashed agents grabs his bow and he gets out a weird looking device. He walks up to a sealed door and waits for a moment.

And then, Trixie comes in, disguised in her human form with light-blue skin, blue dress, pink boots and white hair. She walks over to the balcony balusters and over looks the curator speaking to the guests. The human Trixie walks down the stairs and over to the crowd. She is then spotted by a guard who attempts to stop her but she kicks the guard in the face and falls to the ground. The guests and the curator look back to see her and she grabs the curator by the back and flips him over to the table. The crowd watches in fear and confusion as Trixie gets out another weird device and aims at his eye. Ron still outside places the his device to the eye scanner and turns it on, activating Trixie's device and it's blades starts spinning. Trixie smiles and she shoves the device in the curator's left eye and screams in pain. The blades rip his eye apart as the crowd freaks out and panics. They all try to flee from the area as Trixie looks pretty impressed with her work. Ron's device starts to beam the curator's eye in a projection and the door scans it. The ID has been accepted and the vault opens. Ron then enters. The crowd screams in horror as they run from Trixie who was finished on her part and starts walking up to the entrance. Ron opens a cabinet in the vault and finds a glass canister containing iridium. Ron then takes it out of the slot and it's power turns off.

The crowd then flees out of the ball as Trixie walks up towards them. She transforms herself back into a unicorn pony and now wears a purple cape and magicians' hat. She walks out of the ball with her alicorn amulet on her neck, her eyes glowing red and an evil grin. Trixie walks onto the road where the panicked crowd is and hears a police car coming in from around the corner. But Trixie blasts a red beam from her horn and hits the police car, flipping over upside down and sliding.

The crowd yet again tries to flee but Trixie teleports in front of them. "Kneel before Trixie!" She proclaims but the crowd still tries to escape. But more of Trixie's illusions block their paths and surround them. The crowd continues to scream as Trixie lifts herself from the ground. "I said..." She slams her hooves down and her amulet glows bright red and so does her illusions. "KNEEEEEEL!" She screamed to the top of her lungs with red eyes and the crowd does so in silence.

She then trots through the crowd. "Is not this any simpler? Is this not your natural state?" Trixie questions the crowd who are fearing her. "It's the unspoken truth of humanity, that you crave subjugation. The bright lure of freedom diminishes your life's joy in a mad scramble for power, for identity. You were made to be ruled. In the end, you will always kneel." Trixie stops in the middle of the crowd.

But then, a brave old man, stands up with dignity and berates Trixie. "We never kneel. Not to creatures like you."

Trixie is astonished by his disproval. "How dare you talk to Trixie like that! She is superior!"

"You creatures are never superior." The man retorted.

Trixie's eyes glow red mad again. "Subjects. Let this human be an example of defiance." She powers her horn from the amulet as the man looks onward with shock. "You will pay for insolence against the GREAT AND POWERFUL TRIXIE!" She then shoots a red beam at him but then a green and black figure drops in and deflects the beam with his shield back at her, causing her to trip to the ground.

Trixie looks up with shock to see Ultimate Ben walking up to her. "You know, the last time I was in Germany, and saw a creature standing above everybody else, we ended up disagreeing." He referred to Vilgax.

"The Alien Soldier." Trixie exclaimed. She got back on her hooves and laughs. "The man out of time."

"I'm not the one who's out of time." Ben said and a SHIELD quinjet comes flying in with Kim Possible flying it. She activates a turret at the bottom of the ship and aims at Trixie.

"Trixie, drop the weapon and stand down." Kim said through the speakers.

Trixie becomes mad again and shoots another red beam at the ship but it dodges the blast. Ultimate Ben then quickly throws his shield at Trixie and she tumbles far to the road. Ben caught his shield and runs up to Trixie who gets back up and she gets into combat with him. Ben punches her face but Trixie retaliates by thrusting her horn towards him but his shield blocks it. Trixie turns and bucks Ben towards a statue. Ben gets on his feet and glares at Trixie. He tosses his shield again but Trixie stomps it down with her hooves and she and Ben get into a fight. Ben throws some punches that Trixie dodges as she throws her hooves that he dodges. She strikes her horn down to him but misses, but she hits Ben in the back with a sideway slash of her horn and bucks him to the ground. As the crowd flees Trixie trots up to him and points her horn to his head while Ben pants.

"Give up and serve Trixie!"

Ben glares and pushes her head away. "Serve this!" Ben then does a spin kick to her face and she grunts.

The quinjet still aims at Trixie but Kim can't get a clear shot. "The pony's all over the place."

Trixie and Ben continue to fight with Ben dodging Trixie's red blasts. As she shoots another blast she sees Buttercup coming in at her and punching her face, causing her to fly to a wall of the ball. Trixie looks with anger again as she drops down and shoots another beam at her but they miss due to Buttercup's flying. Trixie gets angry once more. "HOLD STILL!" And shoots another beam, this time hitting Buttercup and she falls to the ground. Ben charges up at her but Trixie's hoof pushes him back and falls to the ground. Trixie walks up to Buttercup and prepares to stab her with her horn. Just before she could and Buttercup clinches her eyes faint music is playing at a distance. Trixie, Ben and Buttercup hear the music as it plays a rock tune. "What kind of sorcery is this now?" Trixie demands.

Kim listens to the music as well but then a comes into her comms. "Agent Possible. You miss me?" It's Jenny and the music becomes louder now.

_**Gonna, gonna, gonna, gonna, gonna, gonna buy me a rainbow!  
Buy me a rainbow!**_

Ben looks up in confusion and so does Buttercup and Trixie as the song continues. They see Jenny Wakeman flying into the scene and Trixie prepares to shoot another beam at her, but Jenny shoots Trixie with her laser cannon and she back toward the stairs and moans in pain. Jenny/Iron Robot lands hard on the ground, surprising Ben and Buttercup as she gets up and aims her weapons at Trixie. "Make your move, 'Bellatrix'." Jenny insulted her as Ben walked over to her with his shield back in hand. Trixie then puts her hooves up and surrenders calmly. Jenny then retracts her weapons. "Good move."

Trixie continues to glare at them as Ben greets Jenny. "Miss Wakeman." Panted Ben.

"Captain." Jenny greeted back.

Buttercup gets off from the ground and walks up to Trixie. She then pulls the alicorn amulet from her. "Not so Great and Powerful now, huh?" Buttercup remarked as Trixie continued to glare.

* * *

Over in the skies above Germany's mountains, the quinjet flies and inside is Trixie, handcuffed, or hoofcuffed, while Ben, Buttercup and Jenny converse. Fowler then contacts Kim on the jet.

"Is she saying anything?" He asked.

"Not a word."

"Just get her here. We're low on time."

Kim turns off the communicator as Jenny and Ben stare at her. Ben turns his back and ponders.

"I don't like it."

Jenny turns to him. "What... the 'Wicked Witch of Oz' giving up so easily?" Trixie listened.

"I don't remember it being that easy. This pony packs a wallop."

"Still, you are pretty spry for an older fellow." Jenny said and Ben looks to her. "What's your thing? Pilates?"

"What?" Ben confused.

"It's like calisthenics." Jenny realizes he's from the past. "You might have missed a couple of things... you know... doing time as a capsicle."

Ben looks to Jenny. "Fowler didn't tell me he was calling you in."

"Yeah... there's a lot of things Fowler doesn't tell you." Jenny responded.

"Who cares what Mister Fowler didn't tell us?" Buttercup cuts in to their conversation. "We got the stupid pony. Let's just get her to spill the beans and find that stupid cube so I can go back to school and do gym practice."

"Look... all I'm saying is something doesn't seem right." Ben said.

"We're fine. Who's gonna stop us?" Buttercup asked.

Just then the clouds start to erupt with thunder and the gang looks around. "Where's this coming from?" Kim asked. Lightning strikes and Trixie looks up with distinct smile. Ben then looks at Trixie.

"What's the matter?" He asked and Trixie looks. "Are you scared of a little lightning?"

"I'm not overly fond of what follows." Trixie said as she smiles.

"What's that mean?" Jenny asked and the thunder booms louder.

A figure appears through the clouds as it flies down to the quinjet. The figure sprouts wings and lands hard on the jet. Shaking the interior as Trixie, Kim, Ben, Buttercup and Jenny look up at the ceiling. Lightning flashes over the four legged figure and the flash reveals her face. The purple pony with the Element of Magic crown, Twilight Sparkle. The quinjet shakes more and Jenny puts on her gauntlets and walks up to the hatch.

"What are you doing?" Ben called for her as she opens the hatch to see who's out there. And the alicorn pony herself jumps on the hatch and faces Jenny. She aims her laser gun at her but Twilight delivers a powerful buck to her chest and tumbles to the end of the jet. Twilight then zaps the chains on Trixie's off Trixie, grabs her with her magic and flies out of the jet. Buttercup just stood there watching the whole thing without intervening. "And now there's another unicorn."

Jenny gets up as she groans. "Son of a...! Are ponies usually this strong?"

"Is she from Equestria too?" Kim asked from her seat.

Ben looks to Jenny. "You think she's a friendly?"

"Doesn't matter." Jenny said in anger. "If she frees Trixie or kills her, the Tesseract's lost."

"Wakeman, we need a plan of attack!" Ben yelled out again.

"I already have a plan. Attack." Jenny said just before she flies out of the quinjet and after the ponies.

Buttercup looks at Ben and goes ahead anyway. "Can't miss this." She runs up to the hatch and jumps out, flying after them.

Ben then sighs and grabs his parachute. "I'd sit this one out, Cap." Kim told him while activating some switches.

"I don't see how I can." He buckles himself with the parachute.

"These ponies come from fairy-tale legend." Kim warned him. "They're basically gods."

"There's only one God, ma'am." Ben spoke again as he is strapped in the chute and grabs his shield. "And I'm pretty sure she doesn't dress like that."

Ben ran up to the hatch and free-falls into the skies. He dives down at quick speed.

* * *

On ground, Twilight Sparkle and Trixie land on a mountain cliff and drops Trixie on the ground, moaning pain and laughs. Twilight has a serious look on her face.

"Where is the Tesseract?" Twilight asked.

"I missed you too." Trixie responded jokingly.

"Trixie! I'm am not in a gaming mood right now!" Twilight raised her voice.

Trixie gets back on her hooves and looks at Twilight. "Ohhh... Twilight Sparkle. You should thank me. With the Bifrost gone, how much dark energy did Princess Celestia had to muster to conjure you here... your precious Earth?

Twilight glares again and uses her magic to levitate Trixie and slams her to a rock, pinning her there. Twilight walks up to her. "I thought you were dead."

"I thought you weren't violent." Trixie said as she is held by Twilight's magic.

"I actually cried for you when you fell." Twilight referred to Trixie falling into the black hole back in Equestria.

"Did you mourn?" Trixie asked.

"We all did. Everypony including Princess Celestia... our mother..."

"Your mother." Trixie corrected her. "She did tell you my true parentage, did she not?"

Twilight refused to believe that. "I don't care... if you're a Frost Dragon or not. We were raised together. We played together, we fought together, we galloped together. We giggled together. You're my sister. Don't you remember?"

"I remember a shadow." Trixie said. "Living in the shade of your greatness. I remember you tossing me into an abyss. I, who was, and should be, queen!"

"So... you take the world I love and try to reshape it for your imagined slights?" Twilight questioned. "No. The Earth is under my protection, Trixie."

Trixie laughs. "And you're doing a marvelous job with that. Your friends would be proud. How is Applejack by the way? What about Fluttershy? Rainbow Dash? Rarity? Pinkie Pie? How would they feel without your magic to help sew their friendship together?"

"Their my friends. My magic is powerful enough to keep their spirits up." Twilight said.

"But is your magic powerful enough... to keep the spirits of these pathetic humans up?" Trixie questioned. "Face it... the humans slaughter each other in droves while you idly fret. I mean to rule them, as why should I not?"

"You think yourself above them?"

"Well, yes."

"Then you miss the truth of ruling, sister." Twilight said. "A throne would suit you ill."

Trixie then breaks free of Twilight's magic and walks to the edge of the cliff. "Trixie's seen worlds you've never known about! I have grown, Student of Princess Celestia, in my exile." She paces around while thunder crackles. "I have seen the true power of the Tesseract, and when I wield it..."

Twilight is shocked. "Who showed you this power?" Twilight gets angry. "Who controls the would be-queen?"

"I AM A QUEEN!" Trixie screamed.

"Not here!" Twilight yelled back. "You give up the Tesseract and you give up this poisonous dream!" Twilight pants from her anger and tries to reach out to Trixie. She looks at her in a sad expression. "You must come home. Please. I need you with me."

Trixie then looked into Twilight's sparkling eyes of sadness and shows no care in the world. She chuckles. "I don't have it." She said and Twilight's expression changes to anger and points her glowing horn to her head. "You need the Cube to bring me home. But I've sent it off. Trixie doesn't know where to."

Twilight is angry once more. "Listen well, sister. I-"

She suddenly gets cut off and tackled by Jenny as they fall into the forest. Trixie is still standing where she was and leans her head to where Twilight was. "I'm listening." She said.

Jenny and Twilight enter the woods and Jenny hits Twilight to the ground and she rolls to the other end of the forest. Twilight then gets back on her hooves and sees Jenny coming up to her. The robot flexes her arm joints and stretches while the angry pony looks at her.

"Don't ever touch me again." Twilight threatened.

"Then don't steal my stuff." Jenny threatened back.

"Listen to me... You don't have any idea what you're dealing with." Twilight talked.

Jenny looks around her surroundings. "Uhhh... Is it BronyCon in the park?" She remarked and Twilight looks confused. "'Cause if there is, then... where would Tara Strong be?" She remarked again.

"This is beyond far from you, metal girl." Twilight warned. "Trixie will face Equestria justice by Princess Celestia herself."

"She gives up the cube first, then she's all yours." Jenny said. "Until then... stay out of my way." Jenny turns back and starts walking away. "Tourist."

Twilight failed to reason with Jenny and shoots a pink concussion beam at her, sending Jenny flying a tree and landing on a pile of rocks. Jenny opens her eyes and squints angrily. "Okay. You want it, you got it." Jenny gets up and Trixie watches this from the cliff.

Twilight and Jenny. Pony VS Robot. Trixie smiles as this would be interesting. Jenny gets on her knee as Twilight prepares to shoot another beam but Jenny blasts her with her laser gun and Twilight hits a tree. Jenny speeds towards her and kicks her through the tree and rolls onto the ground. Twilight groans in pain as she gets on her hooves again and conjures magic and power from within her princess crown and shoots an electrical beam at Jenny. This shocks and electrocutes her as she tries to hold back. After Twilight was done, Jenny feels different. _"Power at 400% capacity."_ SALLY told her and she looks up at Twilight. "How 'bout that?" She then shoots a powerful repulsor beam from her Belly Bolt at Twilight and she flies from a distance back on the ground.

Jenny was getting warmed up and Twilight flies into the air with her wings but Jenny flies up and tackles her in the air. They fly through trees and branches as they continue to punch each other. They then fly over to the cliff side and Jenny scrapes Twilight's coat on the rocks as she speeds up the cliff but Twilight bucks Jenny in the head and has her wings sent each other flying back into the forest. They crash through a tree which cuts in half and drops onto the ground as Jenny and Twilight roll from the struggle.

Jenny gets up and tries to punch Twilight again but blocks them with her hooves and uses her magic to levitate Jenny off the ground. Twilight then exerts herself to crush Jenny's gauntlets but she opens her palm and shoots a dart in her eye. "AHH!" Twilight screamed in pain as her magic cuts off and Jenny lands on the ground. She grabs Twilight's head and head-butts her. Twilight turns her back and bucks her away from her. Jenny uses her jets once again and speeds back at her, grabs her and hurls her to the broken tree. She falls on the ground and gets back up. Jenny then walks up to her and throws a punch, but Twilight ducks and stomps her head down. She uses her magic to lift her up again and slams her down to the ground. Twilight then prepares to make another blast with her horn but Jenny activates her boots and flies under Twilight's legs, causing her to trip again. As she gets back up Jenny flies down to her again and punches her face. Twilight and Jenny look at each other with a glare. "HEY!" Called out a voice and Ben's shield hits both Twilight and Jenny and back to him as he caught it. Ben stands on a tree as he broke up the fight. "That's enough."

Ben drops down from the tree and lands on his feet. Jenny retracts her weapons as Twilight stares at Ben. Buttercup also comes down from a tree she was sitting on as she was watching the whole fight from there. "Ah, man. It was starting to get interesting." She said but Jenny glares at her.

"You could've helped." Jenny said.

"Hey. I only wanted to see what she can do." Buttercup said. "Future preference. Besides, I liked to watch and see you get your butt kicked-"

"Drop it!" Ben told her and he looks at Twilight. "Now, I don't know what you plan on doing here."

"I've come here to put an end to Trixie's schemes." Twilight said.

"Then prove it." Ben says. "Put your horn down."

"Uh. Yeah. No!" Jenny interrupted. "Bad call! She loves her horn-" And Twilight angrily blasts Jenny away and Buttercup from her and faces Ben with rage.

"YOU WANT ME TO PUT MY HORN DOWN!?" Twilight question and aims her glowing horn at Ben. She taps her hooves and gallops right at him. At the last second before Twilight was going to hurt Ben, he put up his shield and just when Twilight's magic horn hits his shield, it sends out a purple shockwave that blows her away from the impact and many trees are knocked down.

Jenny regains consciousness as she moves the branches off her and stands up. As she got up, so did Ben, Twilight and Buttercup. Ben looks around at the team. "Are we done here?" He asked.

Jenny looks at Twilight as she pants and nods.

The quinjet later picked them up and took them back to the Helicarrier with Trixie on board. But her plans of why she turned herself in is still a question. How will the Avengers handle her wicked sense of cruelty?

* * *

**End of chapter.**


	4. What is Phase 2?

**PPGD's The Avengers**

**Chapter 3: What's Phase 2?**

* * *

The new team Fowler recruited, 'The Avengers', have successfully apprehended Trixie, but then got into a scuffle with Twilight Sparkle. After reasoning with her, they took Trixie back to the SHIELD Helicarrier.

Inside, SHIELD troopers escort Trixie to an isolation cell while she calmly smiles. She passes by Courage's workstation as he took off his glasses and sees Trixie grinning at him. Courage then rubs his eyes from the sight of her sinister look.

Trixie has then been placed into a large glass cell and locks up. Fowler then walks in and over to the control board of the cell.

"In case it's unclear..." Fowler to Trixie as he types on the keyboard. "...if you try to escape, if you so much as scratch that glass..." He opens a hatch right below the chamber and gusts of wind come flying out. Trixie looks down and sees with calm. "...it's 30,000 feet straight down in a steel trap. You get how that works?" He closes the hatch and the wind stops. He moves his hands to the cell Trixie is in. "Ant." He then moves them to the control panel. "Boot."

Trixie laughs. "It's an impressive cage." She said. "Not built, I think, for Trixie."

"Built for something a lot stronger than you." Fowler retorts.

"Oh, I've heard." She turns her head to the security camera and trots up to it.

The Powerpuff Girls, Courage, Ben, Twilight Sparkle and Kim listen to Trixie as she talks. "A mindless beast. Makes play he's still a dog." Courage finds her very disturbing. "A group of such incompetent children who do nothing but play with dolls." Blossom and Buttercup glares and Bubbles gets a bit scared.

"How desperate are you..." Twilight listened to her while she thinks. "...that you call on such lost creatures to defend you?"

"How desperate am I?" Fowler asked seriously. "You threaten my world with war. You steal a force you can't hope to control. You talk about peace, and you kill because it's fun. You have made me very desperate. You might not be glad that you did."

"Oooooh." Trixie swooned. "It burns you to have come so close. To have the Tesseract, to have power, unlimited power. And for what? A warm light for all of mankind to share." Candace listened in as well. "And then to be reminded what real power is." Trixie finished and Fowler just smirked as he left.

"Well, let me know if 'real power' wants a magazine or something." Fowler said as he walked away. Trixie walks around her cell and looks at the security camera while the team watches her staring at them. The feed turns off and the team express their opinions.

"She is one messed up pony." Buttercup said.

"She really grows on you, doesn't she?" Courage said.

"Trixie's gonna drag this out." Ben said.

"She's creepy... for a cute unicorn anyway." Bubbles said.

"Well, this cute unicorn is ten times more disturbing than anything." Blossom said and she turns her head to the thinking Twilight. "So... Twilight, what's her plan?"

Twilight turns to the team with worry. "She has an army... called the Chitauri." Twilight continues as the team listened. "They're not of Equestria nor any other world known. The Princess told me about them in the stories I used to hear when I was a filly. I used to think they were a myth but no, they're real. Trixie means to lead them against your people. They will win her the Earth, and in return, giving them the Tesseract."

"An army... an alien army." Ben looked at Kim. "Just like the Chimera."

"So, she's building another portal." Courage says.

"So that's why she needs Dr. Darby for." Blossom said.

"Darby? June Darby?" Twilight asked Blossom.

"She's an astrophysicist." Blossom answered to Twilight.

"She's a friend." Twilight remembered meeting June Darby when she was on Earth for the first time.

"Trixie has her under some kind of spell." Kim said. "Along with one of ours."

"I want to know why Trixie let us take her." Ben demanded. "She's not leading an army from here."

"I don't think we should be focusing on Trixie." Courage says. "That pony's brain is a bag full of cats. You could smell crazy on her."

"Don't say that about her." Twilight cuts in. "Trixie is beyond reason... but she is still of Equestria. And she is my sister."

"She killed 80 people in two days." Kim said.

Twilight changes her answer. "She's adopted."

"The question is... how she is gonna make a portal to open for her army?" Blossom asked.

"I think it's about the mechanics." Courage said. "Iridium... What do they need the iridium for?"

"It's a stabilizing agent." Jenny said as she walks in with Razinski and Dexter. Jenny turns over to Razinski. "I'm just saying, pick a weekend. I'll fly you to Portland. Keep up the love."

Dexter walks up to his seat and shows the team an image of Iridium in detail. Blossom leans in to look.

"Iridium." Jenny started to explain with her hands in the pockets of her leather jacket. "It means the portal won't collapse on itself like it did at SHIELD's campus in California." She walks up to Twilight. "No hard feelings, Sparkle Girl." She pats on her head. "You've got a mean swing... or you got cool magic." She continues to walk while Dexter explains.

"Also, it means the portal can open as wide as it should and stays open for longer periods of time. Increasing capacity of the energy being drawn out and particle data being put together so it can stabilize." Dexter said. "The portal can be opened for as long as Trixie wants it for."

"Making way for her army to roll out." Buttercup said and looks to Dexter. "You are such a nerd."

Jenny walks over to the control panel and looks to the SHIELD agents. "Nice set up. You guys jib the topsails?" The agents look to her in confusion. "That man over there is playing 'Galaga'." Jenny pointed out while the team look at each other. "He thought we wouldn't notice, but we did."

Jenny then places her hand on her left eye and turns over to Candace. "How does Fowler even see these?"

"He turns." Candace replied.

"Sounds exhausting." Jenny remarked and she then looks at the control panel and touches a few key points. "The rest of the raw materials, Agent Stoppable can get his hands on pretty easily. The only major component he still needs is a power source of high-energy density." She then secretly places a microchip under the control panel. "Something to kick-start the Cube."

"When did you become an expert in thermonuclear astrophysics?" Candace asked.

"Last night." She replied. "The packet, Darby's notes, the extraction theory papers. Am I the only one who did the reading?"

"Does Trixie need any particular kind of power source?" Ben asked.

"Well... She would have to heat the Cube to 120-million Kelvin just to break through the Coulomb barrier." Dexter said and Jenny nods.

"Unless Darby has figured out how to stabilize the quantum tunneling effect." Jenny said.

"Well, if she can do that," Blossom spoke. "she could achieve heavy ion fusion at any reactor on the planet."

"Finally." Jenny looks at Dexter and Blossom. "Someone who speaks English."

"Is that what just happened?" Ben asked.

Jenny walks up the two. "It's good to meet you guys."

"Actually, we met before." Blossom corrected Jenny.

"When?" Jenny asked.

"The Wakeman Expo. The Jackbots? We met on the rooftop, remember?" Dexter said.

Jenny carelessly can't remember. "No idea." She then turns to Courage. "And it's good to meet you, Dr. Bagg."

Jenny shakes hands with Courage. "I've heard a lot about your late owner. Her work on antielectron collisions is unparalleled. And I'm a huge fan of the way you lose control and turn into an enormous pink rage-monster."

"Thanks." Courage said with a bit of worry.

"Dr. Bagg is only here to track the Cube." Fowler told her as he walks back in. "I was hoping you, Dexter and Blossom might join him."

"What about me? I want to go with Courage?" Bubbles insists. "Please. I love him so much."

"It's okay, Bubbles. You can come with us." Blossom said.

"Just... don't squee when we get there. It's rings my head." Jenny said.

"I would start with that amulet of hers." Ben told Jenny. "It maybe magical, but it works an awful lot like a HYDRA weapon."

"I don't know about that." Said Fowler. "But it is powered by the Cube. And I would like to know how Trixie used it to turn two of the sharpest people I know into her personal flying monkeys."

"Monkeys?" Twilight asked Fowler. "I don't understand."

"I do!" Ben interrupted her. Twilight and the others look at Ben very confused and he bobs his head down. "I understood that reference."

"I've seen that movie too!" Bubbles said to Ben.

Jenny then looked at Courage. "Shall we play, Doctor?"

Bubbles then grabs Courage and hugs him. "Of course! I love to play!" Courage then releases himself and drops to the ground.

"This way, everyone." Courage said as he pants. Jenny, Blossom, Dexter and Bubbles follows Courage to his workstation.

"Have fun being smart in there!" Buttercup called out and Twilight looked at Buttercup with a frown. "What? It's not like your smart too."

"I am smart actually." Twilight said.

"Well, at least you're not as dumb as a horse." Buttercup insulted and Twilight gasps.

"WHAT DID YOU SAY?!" Twilight glared at Buttercup.

"Uhh... at least you're smarter than anyone around here." Buttercup tried to take back what she said and Twilight trots past Candace.

"Ouch." Candace looked at Buttercup who leans on the table.

"Oh, shut up." She said as Ben looked at her with a smirk.

One of the SHIELD agents looks back to see if anyone is watching and gets back to playing 'Galaga' on the monitor.

* * *

Later on... still in the SHIELD Helicarrier.

Dexter tries to find energy readings from the alicorn amulet using a gamma radiation scanner. Courage looks at the monitors. "The gamma readings are definitely consistent with Darby's reports of the Tesseract. But's it's going to take weeks to process."

"If we bypass their mainframe and direct route to the Homer cluster..." Blossom spoke as she taps on the monitor screen.

"...We can clock this at around 600 teraflops." Jenny said as she taps on her screen.

Bubbles gets out her bag and pulls out a toothbrush. "All I packed was a toothbrush."

"You're really good at this." Blossom said to Jenny.

"And they say I'm the smartest girl in school. I took up more ethnics than the whole class." Jenny said. "I feel a bit spoiled."

Courage laughs. "Hardly."

"You are such a smart dog, let me tell you." Jenny walks up to Courage. "You know, you should come by Wakeman Tower sometime. Top ten floors, all R&D. You'd love it. It's Candy Land." She grabs an electric prod.

"Thanks, but the last time I was in Megaville, I kind of broke Harlem." He referred to his fight with the Abomination, Katz.

"Well, I promise a stress-free environment." Jenny assured. "No tension, no surprises." She then deliberately zaps Courage with the prod and he screams.

"HEY!" Blossom saw what she did and Dexter turns to Jenny.

Jenny looked in Courage's eyes to see if he changes. "Nothing?"

Ben then walks in with a disgust look. "Are you nuts?"

"Jury's out." Jenny remarked.

Bubbles runs up to Courage and rubs where Jenny shocked him. "What's wrong with you?" She cried out at Jenny.

"Just testing." Jenny admitted sarcastically.

"More like trying to get us destroyed." Blossom said walking over to her.

"Hey! Come on! It's my fault his owner strapped him to that device."

"Can you please not mention her ever again?" Courage demanded Jenny.

"Oh... and why are you so calm? What's your secret? Meditation? Do you meditate? Maybe you played some bongo drums, maybe a huge bag of weed?"

"Can you stop talking?" Courage was getting uncomfortable.

"Hey, can't a girl know a secret or two?" Jenny pleaded.

"Is everything a joke to you?" Ben asked.

"Funny things are." Jenny answered.

"Threatening the safety of everyone on this ship isn't funny." Dexter said. "No offence, Courage."

"It's all right, I wouldn't have come aboard if I couldn't handle pointy things." Courage said and then turns to Bubbles. "Can you scratch me right there?" Bubbles then rubs the painful side on Courage and it makes him feel better.

"Is that better?" Bubbles asked.

"Much."

"Wow... You're good. You need to strut." Jenny said.

"And you need to focus on the problem, Miss Wakeman." Ben said.

"Do you think I'm not." Jenny asked as she walked up to Ben. "Why did Fowler call us in? Why now? Why not before? What isn't he telling us?"

"Maybe he wants us to work together and save the world." Bubbles said but then she gasps. "We can become a superhero team!" Everyone looks at Bubbles with weird looks and she places her arms down.

Jenny looks back at Ben. "Whatever it is, though, I can't do the equation unless I have all the variables."

"You think Mister Fowler's hiding something?" Blossom asked.

"He's a spy. Blossom, Captain, he's 'the' spy." Jenny suspects. "His secrets have secrets." She points to Dexter. "It's bugging him too. Isn't it?"

"Uhhhhh..." Dexter hesitated to speak. "I just want to finish my work here, and..."

"Dexter?" Ben spoke.

Dexter then stops with his research on the amulet and talks. "'A warm light for all mankind.' Trixie's jab at Fowler about the Cube."

"I heard it." Ben said.

"Well, I think that was meant for you." Dexter said as he points at Jenny who rolls her eyes and turns around. "Even if Stoppable didn't tell Trixie about the tower, it was still all over the news."

"The Wakeman Tower?" Ben asked. "That big, ugly..." Jenny stared at him with a frown. "...building in Megaville?"

"It's generated by a power battery, a self-sustaining energy source. That building will run itself for, what? A year?" Dexter looked to Jenny.

"It's just a prototype." Said Jenny. "I'm kind of the only name in clean energy right now. That's what he's getting at."

"So, why didn't SHIELD bring her in on the Tesseract project?" Blossom asked. "I mean... what are they doing in the energy business in the first place?"

"I should probably look into that once my decryption program finishes breaking into all of SHIELD's secure files." Jenny told them as she walks with a computer screen on her arm.

"I'm sorry. Did you say...?" Ben was going to ask in shock but Jenny explains as the group listens.

"SALLY has been running it since I hit the bridge." She shows Ben her computerized arm. "In a few hours, I'll know every dirty little secret SHIELD has ever tried to hide."

"Yet, you're confused about why they didn't want you around." Ben said.

"An intelligence organization that fears intelligence?" Jenny questioned. "Historically, not awesome."

"I think Trixie's trying to wind us up." Bubbles presumed.

"Bubbles is right. We're talking about a pony who means to start a war." Blossom said. "And if we don't stay focused, she'll succeed." Blossom looks to Ben, Courage and Dexter. "We have our orders." Blossom looks back to Jenny. "We should do what we are told."

"She's right. We should follow them." Ben said to Jenny as she drinks a can of oil.

"Following is not really my style." She responded and Ben glares at her.

"And you're all about style, aren't you?"

Jenny gets a bit narcissistic and asks. "Of the people in this room, which one is, A; wearing a green striped outfit, and B; not of use?"

"Ben, tell me none of this smells a little funky to you." Dexter asked while Courage got off the table.

Ben looks at Bubbles, Blossom, Dexter, Courage and then at Jenny, and then starts to leave. "Just find the Cube." He left as Jenny just stood there watching him leave the room. As Ben left the room he stops before going back to the Hub center and looks behind him. Ben has a suspicious look and decides to head down the hall.

Back in the lab, Blossom and Jenny get back to their stations while Dexter and Courage continue working on the amulet and Bubbles just does some drawing. The two girls talk as they search up data from the amulet on the tablets.

"That's the guy Mom never shuts up about?" Jenny said to Blossom. "I'm wondering if they shouldn't have kept him on ice."

"You know, have a bit of respect for him." Blossom said. "Ben saved the lives of many people back in the war."

"Well, he seems a bit of an annoyance." Jenny said.

"Well, he's not wrong about Trixie." Blossom talks more. "She does have the jump on us."

"What's she's got is an Acme dynamite kit." Jenny responded. "It's gonna blow up in her face. And I'm going to be there when it does."

Blossom giggles. "Well, I'll read all about it."

"Yep." Jenny says as she and Blossom continue working. "Once Dr. Bagg here gets suited up of course."

Courage then hears and talks. "No. I don't get a suit of armor." He goes over to the monitors on a high extended chair and touches the tablet. "I'm exposed. Like a nerve. It's a nightmare."

"Well, I was created in a concoction by my professor back in Townsville. Me, Bubbles and Buttercup. People were afraid of us because of our powers, but then we started using our powers to do the right thing and help people." Blossom referred to her origin.

"Yeah... I don't know about you, cutie pie, but... me? I was once a beautiful girl, got blasted by a missile explosion and was dead. I got too many clusters of shrapnel in my heart and was brought back to life in a body of a robot." She taps on her belly bolt. "This keeps me alive. Now, I don't eat, I can't bathe, I can't get cancer, I can't drink lemonade, I can't get germs." She looks at Blossom. "I can't die. All because of this." She walks up to Courage as she sees him through the screen. "It's a terrible privilege."

"But you can control it." Courage said.

"Because I learned how." Jenny said.

"It's different." Courage said carelessly and Jenny clears the screen so he could see her.

"Hey, I read all about your accident." Jenny said. "That much gamma exposure should have killed you."

"So you're saying that the Hulk..." Courage flinched at that name. "The other guy saved my life?"

"Pretty much." Jenny answered.

"That's nice. It's a nice sentiment. Saved it for what?" Courage asked again.

Jenny smirks. "I guess we'll find out."

Jenny then walks back to her station with Blossom as they continue to work. "You may not enjoy that." Courage warned her.

"But I know you will." Jenny replied.

They all continue to work.

* * *

Somewhere within the Helicarrier, Ben walks up to a door that says 'Secure Storage'. He uses all of his strength to open it and does so. He pushes the door open and quietly walks in while looking around. Ben sees a lot of hardware is kept within the area as he continues looking around for answers. He then hears faint talking and makes a high jump to the rail catwalk. He climbs over and continues investigating.

* * *

Somewhere inside a tunnel, a truck is driving along the road. Inside the truck is the device June Darby was working on and the Tesseract on the table. She uses a pair of tongs to grab the piece of Iridium that Ron stole for her and places it into the machine. It powers up and June smiles, whilst still brainwashed.

* * *

Back on the Helicarrier, Agent Razinski explained the situation to Twilight.

"As soon as Trixie took the doctor, we moved Jack Darby." Razinski said as he showed an image of Jack Darby on the monitor for her. "They've got an excellent observatory in Tromso. He was asked to consult there very suddenly yesterday. Handsome fee, private plane, very remote." He looks at Twilight. "He'll be safe."

Twilight is glad to see that Jack is doing okay. "Thank you." Twilight then looked away for a moment. "It's not an accident, Trixie taking Jack's mother. I feel a bit of dread of what she plans to do to her once she's done. June is a good person."

"She talks about you a lot." Razinski said as he got off the chair. "You changed her life." Twilight and Razinski walk. "You changed everything around here."

Twilight smiled. "They were better as they were. We pretend on Equestria that we're more advanced but we come here, battling like manticores."

"Like what?" Razinski asked in confusion.

"Manticores." Twilight said. "You know? Big ferocious lion with wings and sharp claws." Twilight gestures the appearance of a manticore to Razinski. "You don't have those?"

"I don't think so." Razinski responded.

"Well, they are repulsive." Twilight walks past him. "And when anypony comes within it's territory it tries to claw at her." She walks over to the window and looks down and starts remembering how she came here.

Twilight talks. "When I first came to Earth, Trixie's rage followed me here and your people paid the price. And now, again." Twilight looks down with a sad look. "In my youth, I courted war. I learned so much about why friendship is magic, and for the first time in my life I scorned it for the stupid mistakes I've made. And when Princess Celestia sent me back to Earth... I realized my true test of friendship. Working together with a different group of people. Reminds me of when I first came to Ponyville. My friends... we met... and... how we... worked together to stop Nightmare Moon. You people know now... that your planet is about to suffer a more cruel fate than Nightmare Moon."

"War hasn't started yet." Fowler told Twilight as she looks up and sees Fowler. "You think you could make Trixie tell us where the Tesseract is?"

"I don't know." Twilight answered. "Trixie's mind is far from afield. It's not just power she craves, it's vengeance, upon me. I'm worried about June and what pain Trixie will give her.

Fowler walks down the stairs. "A lot of guys think that until the pain starts."

Twilight then faces Fowler. "What are you asking me to do?"

"I'm asking, what are you prepared to do?" Fowler asked.

"Trixie is a prisoner." Twilight assured him.

"Then why do I feel like she's the only animal on this boat that wants to be here?" Fowler questions her.

Twilight actually never thought that in consideration.

* * *

Trixie is still moving hoof to hoof around her cell as she ponders calmly. She then stops and laughs. "There's not many people who can sneak up on me." She turns to see Kim Possible standing at her cell.

"But you figured I'd come." Kim said.

"After." Trixie said. "After whatever tortures Fowler can concoct, you would appear as a friend, as a balm. And I would cooperate."

"I want to know what you've done to Agent Stoppable." Kim demanded.

"I would say I've expanded his mind."

Kim walks up to her cell. "And once you've won, once you're queen of the mountain, what happens to his mind?"

"Ooh. Is this love, Agent Possible?"

"Love is for children. I owe him a debt."

Trixie moves back. "Tell me."

Kim becomes a bit hesitant but lets out a speech. "Before I worked for SHIELD... I..." She sat down on a chair. "Well, I made a name for myself. I have a very specific skill set. I didn't care who I used it for, or on. I got on SHIELD's radar in a bad way. Agent Stoppable was sent to kill me. He made a different call."

"And what will you do if I vow to spare him." Trixie asked.

"Not let you out."

Trixie laughs. "No, but I like this. Your world in the balance and you bargain for one man."

"Regimes fall every day. I tend not to weep over that. I was just a cheerleader."

"And what are you now?"

"It's really not that complicated." Kim gets off the chair and looks at Trixie. "I got red in my ledger, I'd like to wipe it out."

"Can you?" Trixie talks. "Can you wipe out that much red? Dr. James Possible's daughter, Middleton High, the lab accident?" Kim gets a bit horrified of what Trixie knows of her past. "Stoppable told me everything." She trots up slowly to Kim. "Your ledger is dripping. It's gushing red and you think saving a man no more virtuous than yourself will change anything? This is the bastest sentimentality. This is a filly at prayer. Pathetic!" Jenny and Courage continue to hack through the database while Blossom and Dexter work the schematics. "You lie and kill in the service of liars and killers." Agent Candace then comes over to the computer monitors to see that someone is hacking the SHIELD database. Fowler discovers this. "You pretend to be separate, to have your own code, something that makes up for the horrors." Ben opens a hardware create to find a Tesseract powered weapon and HYDRA mask inside and glares. "But they are part of you. And they will never go away." Trixie then slams her hoof on the glass, scaring Kim more. "I won't touch Stoppable, not until I make him kill you. Slowly, intimately, in every way he knows you fear. And then he'll wake just long enough to see his good work and when he screams, Trixie will split his skull apart!" Kim turns back in horror with dread crawling down her stomach. "This is her bargain, you mewling quim."

Kim sobs in fear. "You're a monster."

Trixie laughs again. "Oh no. Trixie isn't a monster. It was you who brought the monster."

Kim then realizes and turns back at Trixie in her natural state. "So, Courage." Trixie becomes confused on what Kim understood. "That's your play."

"What?" Trixie asked but Kim starts to leave.

"Trixie means to unleash the Hulk." Kim alerted into her earpiece. "Keep Dr. Bagg in the lab. I'm on my way. Send Twilight as well." She stops and takes another look at the confused Trixie. "Thank you for your cooperation." And then she leaves.

* * *

Fowler then angrily storms into the lab and questions the group. "What are you doing, Miss Wakeman?!"

Jenny, Blossom, Courage, Dexter and Bubbles stood there and stared at Fowler. "Uhhh... Kinda been wondering the same thing about you."

"You're supposed to be locating the Tesseract." Fowler said.

"We are." Dexter said. "The model's locked and we're sweeping for the signature now. When we get a hit, we'll have the location within half a mile."

Fowler sees the computer as it searches for the Cube. "Yeah, then you get your Cube back. No muss, no fuss." Jenny said and just then a ding is heard and Jenny opens up her chest computer to see secured files about SHIELD's Phase 2. "What is 'Phase 2'?"

Suddenly, Ben comes back and places the HYDRA weapon down to the table and everyone stares. "Phase 2 is SHIELD uses the Cube to make weapons out of it." Ben told them and Blossom becomes shocked. "Sorry, the computer was moving a little slow for me."

"What?" Blossom walked up to him. "Make more weapons?!"

"Tennyson, we gathered everything related to the Tesseract." Fowler said. "This does not mean that we're making..."

"I'm sorry, Bill!" Jenny interrupted. "What were you lying?" She turns her computer around to show blueprints of a Tesseract powered missile. Ben glares at Fowler.

"I was wrong, Director. The world hasn't changed a bit."

Buttercup, Twilight and Kim enter the room.

"You want to use the Tesseract to put more lives in danger?" Blossom questioned Fowler.

"It's not like that?" Fowler assured her.

Courage sees the team coming and asks Kim. "Did you know about this?"

"You want to think about removing yourself from this environment, Doctor?" Kim asked Courage as he jokingly laughed.

"I was in Calcutta. I was pretty well removed."

"Trixie is manipulating you." Kim warned Courage.

"And you've been doing what, exactly?" Courage questioned.

"You didn't come here because I bat my eyelashes at you." Kim said.

"Yes, and I'm not leaving because suddenly you get a little twitchy." Courage doesn't believe her.

Dexter grabs Jenny's computer and shows it to everyone. "I'd like to know why SHIELD is using the Tesseract to build weapons of mass destruction."

Fowler then points at the alicorn pony. "Because of her."

Everyone looks at Twilight Sparkle who is astonished. "Me?"

Fowler started to explain. "Last year, Earth had a visitor from another planet who had a grudge match that leveled a small town." He referred to the Destroyer that was sent to kill Twilight back in Jasper, Nevada. "We learned that not only are we not alone but we are hopelessly, hilariously, outgunned."

"Excuse me, but everypony on Equestria want nothing but peace with your planet." Twilight spoke.

"But you're not the only ponies out there, are you?" Fowler questioned. "And you're not the only threat." He looks at the team again. "The world's filling up with people who can't be matched, they can't be controlled."

"Like you controlled the Cube?" Ben retorted.

"Your work with the Tesseract is what drew Trixie to it, and her allies." Twilight spoke up to Fowler. "It is a signal to all the realms that the Earth is ready for a higher form of war."

"A higher form?" Ben asked.

"You forced our hand. We had to come up with something."

"A nuclear deterrent." Jenny cut Fowler off. "Because that always calms everything right down."

"Remind me again how you made your fortune, Wakeman?" Fowler asked Jenny.

"I'm sure if she still made weapons, Wakeman would be neck-deep-"

"Wait! Wait! Hold on!" Jenny spoke at Ben. "How is this now about me?"

"I'm sorry, isn't everything?" Ben spoke back.

"I thought humans were more evolved than this." Twilight argued at Fowler and Buttercup.

"Hey, watch it, pony breath! Or I'll sock ya!" Buttercup held her fist up.

"Do you think you got what it takes?" Twilight spoke again.

"I'll take the shot!" Buttercup threatened again.

"Do you think he knew what he was thinking?" Twilight to Fowler.

"Excuse me, did we come to your planet and blow stuff up?" Fowler talked at her.

"You treat your champions with such mistrust." Twilight said.

"Are you guys really that naïve?" Kim asked. "SHIELD monitors potential threats."

"Ultimate Ben is on threat watch?" Blossom asked Kim.

"We all are!" Kim yelled at her.

The gang continue to argue with each other as the alicorn amulet on the table starts glowing immensely from all of the hate and fighting caused by the gang. They continue to shout out and make wisecracks at each other.

Outside of SHIELD's Helicarrier, a hijacked SHIELD quinjet picks up the reading of the amulet and follows it.

"Transport Six-Six-Bravo, please relay confirm codes. I've got you on the computer, but not on the day log. What is your haul? Over."

"Arms and ammunition. Over."

The brainwashed agents and Ron Stoppable prepare to ambush the SHIELD Helicarrier. Ron gets out his bow and thrusts it open.

Back in the lab, the fighting continues.

"You speak of control yet you court chaos." Twilight spoke.

"That's his M.O., isn't it?" Courage asked. "I mean, what are we, a team? No, no, no. We're a chemical mixture that makes chaos. We're... we're a time bomb."

"You need to step away." Fowler told.

"Now I know why your owner died." Jenny said and Courage gets a bit ticked off.

"SHUT UP." Courage warned her.

"Oooh! I'm sorry. Did I push your buttons, little doggy. Oh no, I'm so scared." Jenny said. "Angry doggy is gonna beat me to scrap. *chuckles* You know, Blossom? You were right."

Blossom looked confused. "About what?"

"His story is much more worse than your boyfriend's sister's death." Jenny said and Dexter looks up.

"WHAT?!" Dexter shouted at Blossom.

"Dexter, wait! It's not what it seems." Blossom tried to reason.

"You told her about my sister?" Dexter yelled.

"Dexter, please."

"I think her name was Dee Dee, I think?" Jenny makes it worse. "Yeah, real sorry for your loss, kid."

"BLOSSOM!" Dexter yelled in anger at Blossom more.

"Wait! Dexter please."

"Did you tell anyone else?"

"No!"

"What about your sisters? YOUR sisters, who are still with you while I lost mine!"

"Give her a break, Dexter. Why can't you let her?" Jenny asked him as she leaned on Ben's shoulder.

"You know damn well why. BACK OFF!" Ben told her and she starts playing with him too.

"I'm starting to want you to make me." Jenny said.

"Yeah. Big girl inside a body of a robot. Wearing those gloves and those metallic hair pieces. Take them off and what are you?" Ben walked around her.

"Genius, billionaire, model, philanthropist." Jenny answered.

"I know guys with none of that worth ten of you." Ben said to her face. "I've seen the footage. The only thing you really fight for is yourself. You're not the kind of person to make the sacrifice play, to lay down on a wire and let the other guy crawl over you."

"I think I would just cut the wire." Jenny said back.

Ben looks over to Courage and Bubbles. "Always a way out." He looks back at Jenny. "You know, you may not be a threat but you better stop pretending to be a hero."

"A hero?" Jenny questioned Ben. "Like you? Like them?" To the Powerpuff Girls. "You're a laboratory experiment, Tennyson and so are they." She said coldhearted. "Everything special about you and the girls came out of a bottle."

Inside the SHIELD quinjet, Ron hits a switch and opens the cargo hatch as it flies over the Helicarrier. Ron pulls out an arrow and readies his bow. After some brief aiming and signature of the wind, he fires the arrow off his bow and due to wind distance flies into the Helicarrier and hits near one of the propeller mechanisms. It then arms itself with an explosive timer.

Back in the lab, Ben glares at Jenny. "Put on those gloves. Let's go a few rounds."

Twilight laughs. "You people are so petty and useless. Everypony is more loyal than you humans."

"Okay! If you say 'everypony' one more time, I'm going to take off that stupid crown of yours and smash it to pieces!" Buttercup threatened.

"You threaten me?" Twilight glared at Buttercup. "The soon to be Princess of Equestria?"

"You're not even half the princess you really are." Buttercup said.

"Don't say that to her, Buttercup!" Bubbles defends Twilight. "I think she makes a great princess."

"I promised you!" Dexter continued yelling in rage at Blossom. "I promised you to keep this between me and you! Now you want to go blabbing about it. DO YOU KNOW HOW SENSITIVE I FEEL?"

"Dexter. I couldn't keep it a secret in front of these guys. They had to make me tell every detail of what happened at the Expo. About how I was captured by your rival, who was in love with Dee Dee and almost drowned a bubble filled with WATER!" Blossom screamed at Dexter. "I DIED, DEXTER! I WAS DEAD! I was given a second chance and already I'm feeling scared that I will die again. Do you know how that feels? Being dead? Being all alone?"

Courage talks as Dexter becomes a bit saddened. "Wow, what a team we are."

Fowler turns to Kim. "Agent Possible, would you escort Doctor Bagg back to his..."

"Where?" Courage questioned. "You rented my room."

Fowler explains. "The cell was just in case-"

"In case you needed to kill me." Courage cuts him off. "But you can't. I know, I tried."

Everyone, even Bubbles was horrified to hear. Courage pants while he sweats in nervous as he explains. "I got low. I didn't see an end. So, I put a bullet in my mouth, and the other guy spat it out. So I moved on. I focused on helping other people. I was good." He then angrily looks at Kim. "Until you dragged me back into this freak show and put everyone here at risk. You want to know my secret, Agent Possible? You want to know how I stay calm?" He stands on his chair from the table and his eyes glow red.

Fowler and Kim both slowly draw their weapons while Ben looks to him. "Dr. Bagg..." Courage looks at Ben. "...put down the amulet."

Courage looks at his hand and sees he's holding the alicorn amulet in his hands. He looks up to everyone is shock and the computer beeps, finally finding the location of the Tesseract. Fowler and the gang look behind them.

"Got it."

Courage puts down the amulet and walks on over, past Bubbles and Kim. "Sorry, kids, you don't get to see my party trick after all." He pulls his chair forward and looks at the computer details.

"You located the Tesseract?" Twilight asked.

"I could get there fastest." Jenny said.

"The Tesseract belongs on Equestria." Twilight said to Fowler. "No human is a match for it."

"You're not going alone." Ben stopped Jenny and she stared angrily at him again.

"You're gonna stop me?"

"Put on those gloves, let's find out."

"I'm not afraid to hit an old man."

"Put on those gloves."

Dexter ignores Blossom as she apologizes.

"Dexter?" She reached her arm to her.

"Don't talk to me, again!" He pushes her hand away.

"Please. I didn't..."

"And to think I used to love you!"

Bubbles tries to make things better. "Remember, everyone? Love, love, love makes the world go round?" She sang.

"Bubbles! That is the cheesiest song in the entire world! Stop singing that!" Buttercup screamed at Bubbles.

"No! I love it and so do you!"

"SHUT UP!"

"YOU SHUT UP!"

Courage looked at the monitor and sees the Tesseract's location. "Oh, my God."

Courage looked at the entire team, who continue to argue constantly.

"I hate you!" Dexter screamed.

"CRYBABY!" Buttercup yelled.

"Guys?" Courage tried to get their attention.

"Pony hater!" Twilight yelled.

"Frozen Idiot!" Jenny yelled.

"TOMBOY!" Bubbles screamed.

"GUYS!" Courage yelled again but they won't stop.

Outside, Ron holds out a detonator and presses the button.

The arrow on the Helicarrier then explodes, destroying much of the structure and damaging the propeller. The explosion then shakes the ship and the flames race down the vents and ignites the lab with everyone inside it. The lab explodes and blows Twilight, Buttercup, Bubbles out of the room, Courage and Kim through the windows and down in the engine rooms, and Ben, Jenny, Blossom, Dexter and Fowler onto the ground. Blossom hits her head to the wall and falls to the ground into unconsciousness as the Helicarrier's propeller jets explodes and the debris falls out of the sky. Trixie felt it and then smiles evilly.

And all hell is about to break loose.

* * *

**End of chapter.**


	5. Attack on the Helicarrier

**PPGD's The Avengers**

**Chapter 4: Attack on the Helicarrier**

* * *

The Helicarrier's propeller exploded and the debris fell out of the sky as the propeller starts flaming up.

Blossom, regains consciousness in time. She gasps as she heard the alert going off. Blossom, Ben, Dexter and Jenny both got up from the floor upon realizing the Helicarrier is being ambushed.

"We're being ambushed!" Blossom alerted.

Ben looked at the panting Jenny. "Put on those gloves."

"Yeah!" Jenny agreed as she and the others leave the lab. Blossom tried to grab Dexter's hand but he pulls it away from her due to his anger. Blossom tried not to think about that right now and focuses on the mission.

The SHIELD agents go to their stations as they go to high alert. "All hands to stations." They grab their guns and head towards their positions. Back in the lab, Fowler got up and radioed Candace while he shakes his head. "Flynn!"

"External detonation." Candace said. "Number three engine is down."

"We've been hit!"

"Can they get it running?" She asked them.

"Fire in engine three!"

Candace runs over to an agent as he checks for damage assessment. "Talk to me." She told him.

"Turbine looks mostly intact but it's impossible to get out there to make repairs while we're in the air."

Candace looks worried. "If we lose one more engine, we won't be." She talks to Fowler again. "Somebody's got to get outside and patch that engine."

"Wakeman, you copy that?" Fowler radioed Jenny.

"I'm on it." She responded.

"Razinski, initiate defensive lockdown in the detention section then get to the armory." Fowler ordered Razinski and he heads their now. "Possible?" He radioed Kim but unfortunately for her, she has her leg stuck by a pile of debris and she tries to pull it out.

Kim responds back to Fowler. "We're okay."

Kim then hears grunting and moaning. She turns her head and sees an injured Courage moaning in pain. He breathes heavily and Kim fears that he will soon transform. "We're okay, right?"

The quinjet that attacked the Helicarrier landed on the runway and the brainwashed Ron Stoppable leads his team over to the airducts. One of the soldiers kicks it open and they all jump in. "Keep that engine down!" Ron ordered and they follow. "Detention, wait for cameras to go dark." He gets his bow out and gets his team to follow him. "Stay close."

Over at the armory, everyone evacuates while Jenny, Ben, Blossom and Dexter run by to get suited up.

"Ben, Blossom, Dexter, go to Engine three. I'll meet you there." Jenny told them and they run ahead.

Jenny then walks down the armory and presses a button on her arm. The walls open and reveal Jenny's equipment. She straps on her gauntlets, flight boots, chest plate and metallic hair pieces and her power battery powers up.

* * *

Back to Kim and Courage, the latter continues to breath heavily while Kim becomes horrified.

"Doctor?" She called but Courage moans. "Courage? You got to fight it. This is just what Trixie wants." Courage can't control it. "We're going to be okay. Listen to me." But then a couple of workers come in and see the two there. They wondered if she is hurt but Kim waves her hand at them telling them to get away. "We're going to be okay. All right?" Kim assured the ever moaning Courage. "I swear on my life, I will get you out of this. You will walk away and never ever..."

Courage suddenly turned his angry face at Kim and shouted "YOUR LIFE!?" Kim gets frightened and Courage starts to transform. He roars in pain as his pink fur becomes solid and his body enlarges. Courage struggled to breathe while Kim desperately tried to get her leg out of the debris. Courage then trips off the catwalk and onto the engine grounds. His body, arms and legs become large. Courage takes one more look at Kim.

"Courage?" She uttered and Courage's eyes turn dark green. Courage growls more as he fully transforms into the Hulk. He roars loudly as Kim starts to panic. He walks up very weakly and dents a silo while roaring again. Kim finally manages to get her leg out of the debris and tries to escape. But she then stops as Courage turns his face around at her and growls in anger. Kim then flees while Courage chases her. She goes up the stairs but Courage grabs them with his immense strength but Kim jumps up for the rails and slides over the catwalk. Courage continues to chase her while pulling the grates of the catwalk apart. He punches through the grates while the fearful Kim tries to escape his raging wrath. Courage roars again. Loud enough for Trixie to hear and grins.

* * *

Back on the bridge. Fowler runs up to the control board while everyone tries to get everything under control. "Bring the carrier about to a 1-8-0, heading south! Take us to the water!"

"We're flying blind. Navigation's recalibrating after the engine failure."

"Is the sun coming up?" Fowler yelled at him.

He looked back at Fowler. "Yes, sir."

"Then put it on the left!" Fowler ordered. "Get us over water. One more turbine goes down, and we drop."

Over to Ben, Blossom and Dexter. Blossom gets the door open to the next room as they pass by a couple of injured agents as they leave the place. They run over to the area only to see that the explosion wiped out the entire control area and is exposed to the sky.

"JENNY!" Blossom called out as the area continues to burn outside. "Jenny, we're here!"

"It's no use!" Dexter said. "We'll never-"

"Don't think about that!" Ben said.

"JENNY!" Blossom yelled out again.

"Quit screaming, I can hear you!" Jenny said as she flies in and checks for damage report. "Let's see what we've got." She scans the pipes of the engine and sees a piece of debris lodged in the turbine. "I got to get this superconducting coolant system back online before I can access the rotors, work on dislodging the debris." She calls up Blossom. "Blossom, help me out here!" Jenny called to her and she flies over to her as they try to lodge the pipes back in. She looks to Ben and Dexter. "I need you two to get to that engine control panel and tell me which relays are in overload position."

Ben nods. Jenny and Blossom then break through the debris to clear a path for them as they fly into the turbine engine. Ben then jumps to a pole and swings over to the next catwalk. While Dexter bounces over to the catwalk using springs attached to his boots. He follows Ben over to the engine control panel. Ben opens it and pulls it out. He sees a lot of switches that even he doesn't know what they do.

"What does it look like in there?" Jenny radioed him.

"It seems to run on some form of electricity." Dexter responds to Jenny.

"Well. you're not wrong." Jenny remarked.

* * *

Back to Kim, she quietly sneaks through the engine tunnels while hiding from Hulk-Courage. She gasps silently in fear. She then hears footsteps and a groan. She looks around her surroundings in grip of dread. She continues to walk through with her pistol out while looking, suddenly Hulk-Courage spots her and roars in anger. Kim gets frightened and shoots a steam pipe to blind him. She then tries to flee through a small hall. But Hulk speeds through the hall and chases after Kim while smashing things in front of him. Kim ran as fast as she could to outrun him but the Hulk caught up with her and knocks her to a wall. She falls down and the Hulk slams to a wall, making him stop and face Kim. He walks up to Kim who embraces her eyes as he prepared to hurt her, but before he could, Twilight Sparkle rams him and through the wall to the docking bay. Both he and Twilight roll to the ground as the bystanders watch and flee. Hulk-Courage stares at Twilight and growls at her while she gets on her hooves and glares at him. All the while, Kim breathes in and out from her sudden frightening experience.

The Hulk and Twilight circle around each other while he snarls. The Hulk then makes a move and tries to punch Twilight but she dodges them and bucks Hulk in the face. He roars and tries to slam his fists down on her. But Twilight holds her hooves up as the fists press down on her but with the strength of her crown she pushes them up while Courage exerts with a growl. "Courage! We're not your enemies! Try to think!" Twilight yelled at him but Courage uses more strength as he tries to crush Twilight. But Buttercup taps his shoulder and he looks back. Buttercup then punches Courage's face to the ground, releasing his grasp from Twilight as she pants. Courage then gets up and tries to fight back. But Buttercup punches him in the face about three times. Courage then grabs her fourth punch gets with his pink grasp. Buttercup tried to break her hand free but Courage thrusts his fist at Buttercup and sends her flying through a cinderblock wall.

* * *

Back outside, Jenny and Blossom break more the debris, Jenny using her laser cannon to break through more. Jenny and Blossom look down to see the giant piece of debris jamming the propeller turbine.

"Okay, the relays are intact." Ben radioed Jenny as he places the control board back into the compartment. "What's out next move?"

"Even if we clear the rotors, this thing won't re-engage without a jump." Jenny said. "I'm going to have to get in there and push."

"But if that thing gets up to speed, you'll get shredded." Blossom said to her.

"What do we do, Jenny?" Dexter asked.

Jenny uses her optic scan. "That stator control unit can reverse the polarity long enough to disengage maglev and that could..."

"Speak English!" Ben demanded her.

Jenny groans. "You see that red lever?" Dexter and Ben look. "It will slow the rotors down long enough for me to get out. Stand by it. Wait for my word."

Both Ben and Dexter jump to the next catwalk and over to the switch without losing their balance.

* * *

Back at the docking bay, Buttercup bursts through a wall of crates and lands on the ground. Buttercup gets back up and breathes from exhaustion. She hears Courage's roar again, wipes the saliva off her mouth and smiles. She waits for a moment as she breathes calmly. She then hears Courage's footsteps, quickly gets up and just as Hulk-Courage runs up to her she sucker punches his face and smashes onto a fighter jet. Courage gets up from the jet and growls loudly in anger as he pulls off the wing and throws it at Buttercup who ducks on her knees and it hits a hummer. Buttercup jumps up and punches Courage's face, and then kicks him through a bunch of fighter jets. Buttercup laughs but gets surprised as Courage hurled a jet's wing at her and she hits the ground. Courage then jumped to the air and stomped her back down. He grabs her by the neck and prepares to strike her again but Bubbles flies in and intervenes.

"Courage! STOP! Don't!"

Courage then spots Bubbles, drops Buttercup and runs up to her still in a fit of rage. Bubbles shrieks in terror. "EEEK!" She tries to fly away from him as he rams through boxes and jets. He manages to jump up and grab Bubbles' leg and slams her down the pavement. He then pins her to the wall and tries to punch her but Bubbles moves her head away from his strikes. "Courage, don't! I love you!" Bubbles screamed just as Courage was about to punch again but holds it as his expression changes. Bubbles notices his change and smiles in relief. But unfortunately, Courage growls in anger once more was about to punch her face into the wall. Bubbles screams for dear life once more until Courage was blasted by Twilight's concussion beam, releasing Bubbles from his wrath.

"Bubbles! Get out of here!" Twilight screamed to her but gets kicked by Courage, making her drop her Element of Magic to the ground, flies to a jet and dents it. Twilight landed on her hooves and glares at Courage while Bubbles is still traumatized.

Courage sees Twilight's crown and tries to grab it, unfortunately for Courage, he is unable to lift the crown from the ground and exerts himself to lift it, making his feet sink to the ground. Twilight galloped right at Courage, blasting him away with her concussion beam, and uses her magic to lift the crown off the ground and back on her head. She then jumps up to the blinded Courage and tangles her hooves around his neck to restrain him. But Courage roars and jumps up to the ceiling.

* * *

Back to the central base, Fowler looks at the monitors as Candace walks up to him.

"We need full evac on the lower hanger bay." Fowler ordered Candace.

Candace gathers some agents but as they walk along the path, a grenade rolls in and Candace notices it in horror. "GRENADE!" She shouted just as the grenade exploded and she vaults over the rails for cover. She hits the floor as Fowler gets his pistol out and goes to cover. Two brainwashed SHIELD officers walk in with their guns loaded as Fowler hid past one of them. When the other officer came in, Fowler grabbed his gun away and jabs his head with his pistol and shoots the other officer down. He flips the officer down and kicks the other one away. He then grabs the officers' gun and jabs it at his face. But another one comes in and prepares to shoot Fowler. But Candace shoots him down, saving Fowler's life. He looks to Candace as her head bleeds.

Razinski is shown walking down the hall. "We've got a perimeter breach! Hostiles are in SHIELD gear." Said the announcer. As Razinski presses his thumb on a plate and scans his eye. "Call-outs at every junction." The doors then open.

Just then, Courage bursts through the floor with Twilight as she and Courage hit the pipes above them and fall down to the floor. Twilight has blood lines running down on her face, her horn is chipped and her mane is messy. Hulk-Courage then grabs Twilight and proceeds to beat her down.

Back at the control hub, Fowler and Candace continue to hold off the invading agents while the announcer talks. "We have the Hulk and Twilight Sparkle on Research Level 4. Levels 2 and 3 are dark."

They continue firing their guns while Candace freaks out at Fowler. "Sir, the Hulk will tear this place apart!"

Fowler fired more shots. "Get his attention."

Candace then contacts a fighter jet. "Escort 6-0, proceed to Wishbone and engage hostile. Don't get too close."

The fighter jet comes into view of the Helicarrier. "Copy."

The pilot then moves down around the Helicarrier until he reaches the peak where Hulk and Twilight are. When the jet is close to the room they are in, the pilot removes his helmet shades and gets a good look at them.

"Target acquired." Hulk grabs Twilight and hurls her over to another wall as the electricity sparks. Twilight looks up at Hulk again as he proceed to walk up to her. "Target engaged." The pilot then fires rounds of bullets at Hulk-Courage and he feels them. Courage growls once more as he stares at the jet firing the bullets at him. Courage is obviously resistant to bullet damage and Twilight gallops for cover to avoid the crossfire. Courage growls as the bullets hit him, stares at the pilot and roars angrily at him. Courage then runs up to the edge and leaps over to his jet while the pilot widens his eyes in shock. "Target angry, TARGET ANGRY!" He screamed as Courage lands on his jet and it starts to spin out of control due to its weight. Courage climbs over the cockpit and proceeds to tear the insides of the jet apart, roaring while doing so. He rips out more circuits and pieces from the jet as it proceeds to fall out of the sky. The pilot then ejects out of the cockpit on his chair but Courage grabbed his chair and throws him away, while his parachute opens. From sky view, the jet explodes and Courage falls out of the sky while roaring all the way down.

* * *

Back at the turbine. Blossom uses her laser beam eyes to slice off a bit of the debris off the propeller. Jenny then jumps down on it and stomps it off. While over to Dexter and Ben, a couple of soldiers enter the area and they spot them. Dexter sees them coming and wonder why they're here, but when they aimed their guns at them, Dexter realized they're brainwashed and gets Ben down to the ground as they shoot at them. The other soldier pulls out a grenade and throws it at them, but Ben jumps over to the next catwalk and slaps it away to blow up in the sky. Ben then parkours down to the attacking soldiers and punches them. He jabs one in the face as he throws the other soldier off the platform, sending down to the ground below. Ben then sees another soldier and he fires his gun at him. But Dexter shoots his grapple above Ben and swings down over to him as he shoots an electric beam at the soldier but he dodges. Ben then jumps back up to the platform and grabs the SMG. Ben proceeds to fire back at the soldier who dodges the fire while Dexter bounces back up to the platform and stands by at the switch, while Ben keeps him covered.

* * *

Back at the control hub, Fowler and Candace continue keeping the area secured from the attacking officers. Fowler shoots another officer down and reloads. "They're not getting through here, so what the hell..."

Just then Ron Stoppable shoots an arrow from above and explodes to a bunch of agents. He shoots another arrow and they are sent flying by the explosion. Fowler had time to see where the arrow came from and just when Ron shot another arrow, this time at the control board. Fowler proceeded to shoot at him with his gun but he disappears from the vent. Just then, the arrow hacks into the control board and scrambles the signal on all of the computers. It then caused a malfunction to one of the other turbines and it shuts down.

"Engine one is now in shut down."

The Helicarrier then starts to lose altitude and the ship tilts, making the agents slide down to the wall or hang on for dear life.

"We are in an uncontrolled descent." Mr. Lancer alerted.

"Sir, we've lost all power in engine one."

"It's Stoppable. He took out our systems." Fowler said and Kim is alerted while still in her fearful state. "He's headed for the detention level. Does anybody copy?"

Kim recovers from her horrific state and responds. "This is Agent Possible. I copy." She gets up and heads out.

* * *

Back outside, Jenny and Blossom fly over to the turbine blade and start to give it a push.

"Wakeman, we're losing altitude." Fowler said to her.

"Yeah! I noticed!" Jenny responded and she looks to Blossom. "Keep this ship leveled!"

"I'm on it!" Blossom replied as she speeds around the Helicarrier in a pink streak and under the it. She then uses her super strength to keep the ship leveled and not fall out of the sky. Jenny then lifts her body up and her jet boots shoot out it's fumes. She pushes the blade around to get it rotating. The turbine slowly moves as Jenny pushes it. Back to Ben and Dexter, Ben continues firing at the soldier firing back at them. While Ben can't get a good shot at him, the soldier shoots above Ben and he and Dexter trip off from the platform. Dexter grabs onto the wall and pulls himself back but Ben hangs from a loose cord for dear life.

* * *

Back to Twilight Sparkle, she galloped over to Trixie's cell and finds her escaping from it. "NO!" Twilight galloped right at Trixie who sees her coming. Twilight attempted to tackle her but she phases though her illusion and ends up locked inside her cell. Twilight gets back up and sees Trixie standing in front of her cell as her brainwashed goon locked it up.

"Are you ever not going to fall for that?" Trixie mocked her.

* * *

Inside the ventilation deck, Stoppable walks by on the catwalk to his next objective only to be followed by Kim who approached him from behind. Ron turned around with his bow and arrow armed and tries to shoot her but Kim dodged and jabs his face with his bow. Ron tried to strike her with the bow but Kim dodged and kicked him back. Kim then retreats down under shaft and with Ron looking down where she went, comes from around him and kicks him in the stomach. Ron shoots another arrow she dodges and jumps over to the next platform. They continue to fight a brutal and skillful battle with Kim dodging his attacks and grabbing the string of his bow. Ron tries to pull it away but Kim stretches it and pulls right up to him, head-butting him. Ron then pins her on the rails but Kim kicks his shin and punches his face. Disarming him from his bow. Kim faces Ron with his bow on her back and Ron pulls out a knife.

* * *

Back in the detention cell, Twilight tries to break free from the cell by ramming her horn at the glass, but that triggers the mechanism to almost detach the cell. Twilight notices this while Trixie grins at her.

"I wouldn't teleport out if I were you." Trixie warned. "This glass is very magic proof."

Twilight glares at Trixie while she enjoys Twilight's imprisonment. "The humans think of us ponies as immortal, Twilight." She trots over to the control board. "Should we test that?" She was about to press something but then her brainwashed agent gets knocked out by Agent Razinski who confronts Trixie with a powerful weapon in hand.

"Move away, please." He demanded Trixie and she does so from the control panel. Razinski walks up to Trixie with his weapon aimed at her as Twilight watches from the cell. "You like this? We started working on the prototype after you sent the Destroyer. Even I don't know what it does." Razinski starts up the weapon and smirks. "Do you want to find out?" He aimed his weapon at the amazed Trixie but suddenly Razinski gets impaled by Trixie's horn from behind and he screams.

Twilight witnessed this. "NOOOO!" She screamed in horror.

Trixie releases her horn from Razinski's back as he drops to the ground and Trixie's illusion disappears. Razinski sits down by the wall as Twilight pants in anger of what Trixie had just done. Trixie then shows Twilight that she regained her alicorn amulet as she trots over back to the control panel. Twilight has now lost all of her hope for Trixie as she opens up the hatch below her. Just before Trixie hits the release switch, she takes one last look at Twilight who continues to show disappointment at her. "Go to Celestia, Twilight!" Trixie said as she pushes her hoof on the switch and releases the cell from the hooks. The cell exits out of the Helicarrier and plummets down to Earth with Twilight in it.

* * *

Back to Kim and Ron, they continue their brutal fight together. Ron punches Kim in the face, blinding her but she grabs his other punch and twists it, making him scream. Ron then switches the knife to the other hand and tried to slash her, but she ducks. Kim then grabs Ron's knife but he holds the blade right to her head and tried to put all of his might to thrust it at her. But Kim pushes back with force and bites Ron's hand, making him scream again and drops the knife. She then flips over his arm and slams his head to the rails. He hits the rails pretty hard and groans in pain. Ron groans in more pain as he struggled to get back up, while Kim pants in exhaustion. Ron then looks up at Kim's face, his blue eyes were starting to fade and recognizes her. "KP?" Ron uttered to Kim who responded by punching him in the face again and falls to the ground into unconsciousness.

* * *

The cell Twilight is locked, continues to fall out of the sky, while Twilight does her very best to break out. She tries to hit the glass with her hooves but the cell continues to spin around while it plummets. Twilight was about to meet her end just as she is about to hit the ground, but she held onto the end of the glass, readies her wings and her horn and flies right through the glass in front, escaping her death trap just before it impacted the ground. Twilight tumbles over to the ground hard, spreading dirt around the grassy land and her crown falls from her head. Twilight then stopped sliding through the grass and passes out just before she could get up again.

* * *

Back on the Helicarrier, Trixie, satisfied with Twilight's presumed death, closes the hatch and begins trotting away.

"You're going to lose." Razinski called out weakly and Trixie looked back at him.

"Am I?" Trixie questioned.

Razinski continues to bleed while he laments on Trixie's upcoming failure. "It's in your nature."

Trixie smiles at him, not caring a thing he says. "Your heroes are scattered. Your floating fortress falls from the sky. Where is Trixie's disadvantage?"

"She lacks conviction." Razinski threatened.

Trixie gets confused. "I don't think I'm-"

Just then the weapon in Razinski's hand fires a heat beam at Trixie and she crashes through the wall. She then gets back up and stumbles away while her coat chars. The weapon in Razinski's hand then powers down while he just sat there. "So that's what it does."

* * *

Back on the control bridge, Fowler works on the system and views the altimeter as it quickly descends. "All hands to crash stations immediately!"

Blossom continues holding the Helicarrier up but is losing a lot of her strength and can't hold it up much longer. "Jenny! Hurry up!" She screamed.

Jenny is still rotating the turbine around as the Helicarrier falls, while Ben continues to dangle from the cord.

Trixie walks down to the docking bay just as Buttercup, recovered from her injuries, quickly gets up and spots her. She runs up to her and tries to strike but Trixie uses her magic to lift Buttercup in the air and slams her into the wall hard, knocking her out. Bubbles, who was in shock, looks up and sees Trixie with Buttercup. She tries to stop her by flying up to Trixie to tackle her but Trixie turns her head and blasts a red beam at Bubbles that knocks her out of the air and onto the ground. Bubbles tried to get back up but Trixie lifts her up as well and tosses both Bubbles and Buttercup into a jet. "Was there ever any doubt, that you tried to stop Trixie?" Trixie said as she opens the hatch and wind blows in. She then bucks the jet out of the haul and falls out of the sky. Trixie watches as the jet falls into the water, laughs maniacally and trots away.

* * *

Back to the turbine. Jenny continues to push the blades forward with so much force. Jenny roars in aggression as she speeds up and rotates the turbine to full throttle. The turbine is now at full speed and the Helicarrier begins to lift up again. So much relief was provided to Blossom as she couldn't hold on anymore and the Helicarrier ascends again. She wipes the sweat off her and flies back to Dexter and Ben. "Ben, hit the lever!" Jenny called out.

But Ben is still trying to get back to the platform by pulling himself back using the cord. "I need a minute here!"

"Dexter!" Jenny called to.

"Having a little trouble!" Dexter tried to hold back the soldier attacking the two as he continues firing his gun at them.

"Lever... NOW!" Jenny screamed.

Ben pulled himself back to the platform but the soldier is still firing at them, and Dexter's gun is shot off and are now completely helpless. But luckily for them, Blossom flies in and punches the soldier out with her strength. Dexter sees that she is okay and the two look at each other.

Jenny, with so much speed, loses her motion with the turbine and hits the blade behind her. "Oh, shit!" She said before getting dragged under the turbine's blades and jumps around inside it. "HELP!" She screamed as the blades tries to shred her armor off. "GUYS!"

Blossom realizes. "Dexter! The lever!" She pointed out for him and Dexter looked back and pulls the red lever. This opens the funneling of the turbine and Jenny drops down through it while screaming. She gets her jets working again just before she could lose some power. Jenny is still in one piece but is a bit irritated. "About freaking time!" She then flies back to the group.

Ben is a little injured from his experience but Dexter is reunited with Blossom once again and they talk.

"Look. I'm sorry about... Dee Dee... and..." Blossom spoke but Dexter stops her.

"Stop... It's okay. It doesn't matter right now." Dexter said. "What matters is... you're safe. And that's all I care about."

Blossom smiles and so does Dexter. They were about to move in to kiss but Jenny arrived back and ruined the moment. "Ahem!" She cleared her throat and the two look to her and then back at each other, seeing the awkwardness, backs off a bit and acted like nothing happened. Jenny then questioned. "Didn't we have a unicorn to stop?" The question got Dexter and Blossom's attention, but it was too late.

* * *

Back on the deck, Trixie leaves the Helicarrier on a hijacked quinjet. She views the fortress one more time before the hatch closes and she smiles very evilly as she carefully planed all of this.

Back in the detention wing, Fowler runs down and sees the dying Razinski on the ground. He moves the weapon away from him and looks at his wound.

"Sorry, boss." Razinski said. "The pony had tricks."

"Just stay awake." Said Fowler as he tried to keep Razinsk awake. "Eyes on me."

"No... I'm blacking out here."

"Not an option."

"It's okay, boss." Razinski breathes. "This was never gonna work if they didn't have something... to..." Razinski continued to breathe but then stops as he breathes his final one and suddenly dies.

Fowler continued to look at Agent Razinski's lifeless body for a moment and sadly accepts his death. Fowler tilts his head down in a moment of grief and gets up from his knee as the medic team arrive to take his corpse away.

Fowler then radios in on the team. "Agent Razinski is down."

"A medical team is on its way to your location."

"They're here." Fowler said.

Candace listened as a doctor treats her wound on her head. Kim also listened as the doctors take the unconscious Ron to medical care. So did Jenny, Ben, Dexter and Blossom. Fowler then announced Razinski's death. "They called it."

Dexter and Ben bob their head down in grief, so did Jenny as she expressed a bit of grief.

"What about the team?"

"Twilight's gone." Fowler said. "Courage is missing. And two Powerpuff Girls down." This shocked Blossom and she expressed her sadness. She then embraces Dexter as he comforts her. Blossom believes her sisters are either missing of killed and cries.

The Avengers have been disassembled... all thanks to Trixie's carefully conducted plan.

* * *

**End of chapter.**


	6. Disassembled and Reassembled

**PPGD's The Avengers**

**Chapter 5: Disassembled and Reassembled**

* * *

The Avengers suffered a big loss today. Twilight, Courage, Bubbles and Buttercup are lost and Agent Razinski was killed by Trixie who escaped to fulfill her plan.

The remaining members, Jenny Wakeman, Ben Tennyson, Blossom and Dexter sat around the table mourning this event while William Fowler looks at the trading cards of Ultimate Ben. He shows them to Ben.

"These were in Sean Razinski's jacket." Fowler said while Candace had her head down in silence. "I guess he never did get you to sign them." He tosses the cards over the table to Ben, one has blood on it. "We're dead in the air up here. Our communications, the location of the Cube, Courage, Twilight..." Ben took a look at one of the blood stained cards.

"Bubbles... Buttercup..." Blossom said in sadness.

Fowler looked down in regret. "I got nothing for you." He said while Jenny was silent as she kept looking at the ceiling in depression. "I lost my one good eye." Fowler sighed. "Maybe I had that coming."

Ben drops the card back on the table while the others continue to look down in grief. Fowler then walked around the group. "Yes..." He admits. "We were going to build an arsenal with the Tesseract. I never put all my chips on that number though, because I was playing something even riskier." No one seemed to care as Fowler held his hands down on a chair. "There was an idea... Nora Wakeman knows this." He walked past Ben, Dexter, Blossom and Jenny. "She called it the "Avengers Initiative"." He walks over to Jenny. "The idea was to bring together a group of remarkable people... to see if they could become something more." Blossom and Ben listen on. "To see if they could work together when we needed them to, to fight the battles that we never could." Dexter starts believing in a bit of that. And then Fowler turned to the never caring Jenny. "Sean Razinski died still believing in that idea." Fowler paused. "In heroes."

Jenny then got up off her seat in a bit of irritation and stared at the group. "Yeah... what are heroes, Bill?" Jenny said to him as she storms out of the room. Fowler watches her leave and stares back to the group.

"Well, it's an old-fashioned notion." Fowler responded and tilts his head down while Blossom wipes her eyes from her tears.

* * *

Somewhere in the grassy plain. Twilight Sparkle regains consciousness and gets up on her hooves. She looks at the plain around her. All of the flowers and butterflies. She then spots her Element of Magic crown and walks up to it. Twilight looks at her crown with a sad look on her face and tries to lift it up with her magic. She failed to levitate it and then wallows in her misery.

"I'm sorry, Princess." Twilight said. "I just... don't have the magic for it." Twilight sighed in depression.

* * *

Somewhere along a washed up beach. Some wreckage of the jet washes up to shore, along with Buttercup, who floated with a piece of debris over the water. When she reached shore, she laid there for a moment and then regains consciousness. She coughs out some water very weakly and looks around. Bubbles then came floating by on her back, and as she reached the shore she squirts out some water and coughs. Bubbles opens her eyes and sits up, feeling sad about what happened to Courage when he was Hulked up. Buttercup got up and staggered over the piles of the ruined jet while Bubbles sat on a rock and wonders what the others are doing. Bubbles closed her eyes and hopes they are okay.

* * *

Over at an abandon building, Courage, now back to normal, wakes up on a pile of bricks and ruined structure.

"You fell out of the sky."

Courage got up and looked up at a janitor who was watching him from on top of the debris. Courage feels his head in pain and looks to the janitor again.

"Did I hurt anybody?" Courage asked.

"*chuckles* There's nobody around here to get hurt. You did scare the hell out of some pigeons, though."

"Lucky." Courage quoted.

"Or just good aim." The janitor corrected. "You were awake when you fell."

Courage turns back to the janitor. "You saw?"

"The whole thing. Right through the ceiling. Big and pink and buck-ass nude. Here." He tosses a coat over to Courage. "Didn't think that would fit on you until you shrunk down to a smaller-size feller. You'd probably catch a cold."

Courage puts the coat on and looks back at the janitor. "Thank you."

"Are you an alien?"

"What?"

"From outer space, an alien?"

Courage shakes his head. "No."

"Well then, little pup, you've got a condition."

Courage looks back at the janitor as he put the coat on and gives him a weird look while nodding.

* * *

Back on the Helicarrier, inside a recovery room. Ron Stoppable wakes up, all woozy and exhausted. He pants in panic as he shakes his head while Kim Possible sits by his side. He clinched his eyes and notices his hands are restrained.

"Ron. You're going to be alright." Kim assured, thinking he's still brainwashed.

Ron opens his eyes and sees that he's back in reality. "You know that? *huffs* Is that what you know?" Kim gets off her seat and walks to the table and pours a drink. "I've got no window. I have to flush her out."

"You got to level out. It's going to take time." She said.

"You don't understand." Ron speaks as he breathes heavily. "Have you ever had someone take your brain and play? Pull you out and stuff something else in?" Ron told Kim about his brainwashing treatment he got from Trixie. "Do you know what's like to be unmade?"

Kim looks back at Ron. "You know that I do."

Ron breathes heavily again and looks around. He realizes he's on the SHIELD Helicarrier. "Why am I back?" He asked. "How did you get her out?"

"Cognitive recalibration." Kim said as she sat back down. "I hit you really hard on the head."

"Thanks, KP." Ron said and Kim smiles as she starts removing the restraints off his hands. "Kim... How many agents did I..."

"Don't." Kim insisted that he doesn't want to know. "Don't do that to yourself, Ron. This is Trixie. This is ponies, monsters and magic, and nothing we were ever trained for."

"Trixie, did she get away?" Ron asked.

"Yeah." Kim answered. "Don't suppose you know where."

"I didn't need to know." Ron replied. "I didn't ask."

Kim walks over to the door's window while Ron sat up from his seat. "She's gonna make her play soon, though." Ron grabbed a cup of water and drank. "Today."

"We got to stop her." Kim said.

"Yeah?" He looks at Kim. "Who's 'we'?"

"I don't know." Kim said. "Whoever's left."

Ron thought and then spoke. "Well, if I put an arrow through Trixie's eye socket... I would sleep better, I suppose." Ron laughed as Kim sat down next to him.

"Now you sound like you."

Ron looks back at Kim and smiles. "But you don't. You're a spy, not a soldier. Now you want to wade into a war. Why? What did Trixie do to you?"

"She didn't. I just..." Kim looked away not wanting to say anything.

"Kim..." Ron whispered her name.

"I've been compromised." Kim said and looked back over to Ron. "I got red in my ledger. I'd like to wipe it out."

Ron looked back at her nodded.

* * *

Over at the detention block. Jenny leaned on the rails, looking over at the hatch where Twilight fell. She looked down in regret and didn't want to say anything. Ben came walking up to her and starts to talk to her.

"Was he married?" He referred to Razinski.

"No." Jenny spoke. "There was a cellist, I think."

Ben moved his eyes down. "I'm sorry. He seemed like a good man."

Jenny snickered and looks at Ben. "He was an idiot."

"Why? For believing?"

"For taking on Trixie alone."

"He was doing his job."

"He was out of his league. He should have waited. He should have..." Jenny stopped.

"Sometimes there isn't a way out, Jenny." Ben walked up to her.

"Right." Jenny walked past to him. "I've heard that before."

"Is this the first time you lost a soldier?"

Jenny then angrily turned back at Ben. "We are not soldiers!" She told him. "I'm not marching to Fowler's fife."

"Neither am I." Ben said. "He's got the same blood on his hands that Trixie does. But right now, we got to put that behind us and get this done."

"What?" Jenny sarcastically acts astonished. "Get this done? Put it behind us? Ben! This is not World War II! This is the present! We just lost our only resource to win this fight. And here you are... standing right here, waiting for the next objective. You know, Mom told me a lot of things about you. And right now, what you're saying is just plain stupid. We lost people, we lose someone that we hated. What Razinski did was stupid."

"No it wasn't!"

"THEN WHAT WOULD YOU CALL THAT?" Jenny demanded.

Ben looked around and said the most important thing in life. "Being a hero."

Jenny then changed her expression and looks blankly.

"I know what Razinski did. He sacrificed himself. Just as Dee Dee sacrificed her life to save her brother. You call that stupid. I call that bravery. Everything... that we do, Jenny, we do what we can to help. A good man once said..."

"**Everything happens for a reason.**" Jenny and Ben said in unison.

"Sometimes, Jenny, the people we take for granted end up being the ones we missed the most." Ben said. "But the war goes on, and it won't end until we find a way to win, no matter what the cost. All you need is a little faith."

Jenny then looked at the blood stain on the wall from where Razinski laid. "Now... Trixie needs a power source. If we can put together a list..."

Jenny looked back at Ben and interrupts him. "She made it personal."

"That's not the point." Ben said.

"It is the point." Jenny said. "That's Trixie's point. She hit us all right where we lived. Why?"

"To tear us apart." Ben answered.

"Yeah, divide and conquer is great but... she knows she has to take us out to win, right? That's what she wants." Jenny continued. "She wants to beat us, she wants to be seen doing it." Jenny then walked back up the stairs. "She wants an audience."

"Right." Ben said. "I caught her act in Stuttgart."

"Yeah." Jenny continues. "But that was just a preview. THIS is opening night. And... and... Trixie, she's a full-tilt diva, right?" Ben listens to her in confusion. "She wants flowers, she wants parades. She wants a... monument built to the skies with her name plastered..." Jenny then stops and realizes. "Megaville. Wakeman Tower." She looks at Ben who is astonished. "Son of a bitch." Jenny uttered.

* * *

Back over in Megaville, at the roof of Wakeman Tower. June Darby, still under Trixie's influence, has finished setting up the device on the roof, with a computer and the Tesseract hooked up in the device she has made.

* * *

Back on the Helicarrier. Blossom was bandaging Dexter's arm but then Ben walked into their room and announced to them.

"Get suited up." Ben told them.

"Why? We're going back to school." Blossom said.

"All this was just a waste of time. Things would be better back in Megaville Elementary." Dexter told Ben.

"Blossom, Dexter, I don't think you'll have a school to go back to if we don't get back to Megaville in time." Ben was serious.

Blossom looked back at Dexter as he realized. "You guys found her."

"Yep." Ben said as he left the room.

Blossom removed Dexter's bandage and gets up on her feet. "Come on!" Blossom said as she opened her drawer, while Dexter puts on his gadgetry belt and glasses.

Blossom then slaps on her bow and hairclip and prepares to head out with a glare.

Ben then entered Kim and Ron's room.

"Time to go." Ben said as Kim looked to him.

"Go where?" She asked.

"I'll tell you on the way. Can you fly one of those jets?"

Ron comes out of the washroom and responds. "I can."

Ben looks at Ron and then back at Kim who shrugs her shoulders. He looks back at Ron and asks. "You got a suit?"

"Yeah."

"Then suit up." Ben told him.

* * *

_Heroic music plays._

Back to Twilight. Her hope was about to fade but then memories of Ponyville float around her head and then popped up are the Elements of Harmony. Twilight then began rephrasing their elements.

"Honesty." An image of Ben appeared.

"Kindness." An image of Courage appears.

"Laughter." An image of Blossom appears.

"Generosity." An image of Dexter appears.

"Loyalty." An image of Jenny appears.

She then opens her eyes and says her element. "MAGIC." Her crown then starts to shine. Twilight uses her magic to levitate the crown off the ground and places it on her head.

Over at the shore, the clouds reveal the sun and it shines on Buttercup and Bubbles as they look up in shock. Bubbles was amazed by it's glow but realizes it's a sign to not give up and continue fighting back. Buttercup smirks as she gets up. Bubbles gets up as well and the two sisters look to each other.

Back on the Helicarrier, Ben grabs his shield, Kim grabs her gun and reloads it, Ron grabs his bows and hooks them on his back, and Kim activates her static charged glove. While in the armory, Jenny repairs her pigtails and gauntlets and they come on.

Twilight then stands tall from her position as wind flows through her mane and a storm of pink sparkles come raining down and gets absorbed into her crown. She harnesses every ounce of power within the crown and opens her glowing white eyes and smiles.

Jenny activates her optics and her Belly Bolt. As Ben, Ron, Kim and Dexter walked down the hall. Ben has his mask on and his shield armed as he looks on with valor. While Twilight gathers all of the magic she needs to combat Trixie.

Buttercup and Bubbles then take flight into the sky and flew towards Megaville in blue and green streaks.

A SHIELD pilot then sees Ben and the others coming into his quinjet and tries to stop him. "Hey, you guys aren't authorized to be in here."

"Son, just don't." Ben said to him.

Blossom then stood tall at the edge of the Helicarrier. She takes one deep breath and then slowly lets herself drop off of the edge and dives into the sky. Blossom falls through the clouds as she calmly had her eyes closed. She then opened them with bravery and flies upwards in a pink streak.

Back on the bridge, Fowler continued to look through the Ultimate Ben trading cards as Candace walked up to him. "Sir."

"Agent Flynn."

"Those cards..." Candace pointed out. "...they were in Razinski's locker, not in his jacket."

Fowler looked at the cards again and then sighs in sadness. "They needed the push." Fowler continued to look at the cards while just then, Blossom's streak passes by his window and so does Jenny's jets. He then sees a quinjet following them.

"We have an unauthorized departure from Bay 6."

Fowler and Candace watch them fly off. "They found her." Fowler said. "Get our communications back up, whatever you have to do." He then walks back to his post. "I want eyes on everything."

"Yes, sir." Candace agrees.

* * *

Over in the skies of Megaville, Blossom and Jenny flew over the city bridge and straight for Wakeman Tower. Where on the roof, the Tesseract starts getting more power from the device and starts sparking energy. June activates the machine's measures via the computer.

Jenny comes in front of Blossom to a complete stop. "You stay put. I'll handle this situation and if it looks like we can't talk this out, come in, okay?" Jenny told Blossom.

"What's your plan?" Blossom asked.

"Don't worry. Just stay down and keep an eye out for me." Jenny said. "I might make a splash."

Blossom thinks about it and nods. "Okay. But I got a better plan."

"Trust me, kid. My plans are effective." Jenny said before she jets off and heads towards the tower.

Jenny flies towards Wakeman Tower while her boots start to exhaust from fuel.

_"Jen, I've turned off the power battery but the device is already self-sustaining." _SALLY said to Jenny.

Jenny flies over to her roof and hovers above June as she marvels at the Cube's power. "Shut it down, Dr. Darby!" She said to her.

June turns to Jenny and laughs. "It's already too late!" She announced. "She can't stop now. She wants to show us something!" She screamed to Jenny. "A new universe."

Jenny can't seem to get a hold of her anyway. "Okay." She gets out her laser cannon and shoots at the device. But the device absorbs her beams and explodes into a shockwave that blows Jenny away and causes June to hit her head hard against the vent and passes out. The explosion was heard and seen from street level as the people at the restaurant look up at Wakeman Tower in shock. Jenny keeps her jets running and sees that it can't be penetrated.

_"The barrier is pure energy." _Said SALLY. _"It's unbreakable."_

"Yeah, I got that." Jenny said as she then looks down at her penthouse and sees the blue coated and white mane unicorn herself. "Plan B."

Trixie smiles at Jenny as she floats down to her pad. _"Jen, the X-7 chest plate is not ready for deployment."_

"Then skip the spinning rims. We're on the clock." Jenny responded back to SALLY.

Jenny touched down on her pad and starts walking up to her penthouse as the contraptions take her gauntlets, boots, armor and pigtails off. She looks at Trixie as she trots into her penthouse. Jenny then entered with her leather jacket on as Trixie entered with her purple cape on.

"Please tell me you're going to appeal to my humanity." Trixie asked Jenny.

"Uh. Actually, I'm planning to threaten you." Jenny responded as she walked over to her minibar.

Trixie chuckled. "You should have left your armor on for that."

"Yeah. I guess you're right." Jenny said. "It's seen a bit of mileage, and you've got the glowing necklace of destiny." She got her minibar and pulls out a can of oil as she looks to Trixie. "Would you like a drink?"

Trixie sees her suspicions. "Stalling me won't change anything."

"No, no. Threatening." Jenny corrected her. "No drink? You sure? I'm having one." She opens the can and drinks. "Ahh... Nothing like oil to keep a robot's bones strong and vigor."

Trixie then trots over to the windows and looks out. "The Chitauri are coming. Nothing will change that." She told Jenny and looks back to her. "What has Trixie got to fear?"

"What Trixie's got to fear is the Avengers." Jenny said and Trixie stares at her. "It's what we call ourselves. We're sort of like a team. "Earth's Mightiest Heroes" type thing."

"Yes, I have met them."

"Yeah." Jenny snickered. "It takes us a while to get any traction, I'll give you that one. But let's do a head count here."

Jenny starts explaining to Trixie while she secretly puts on some metallic bracelets on her hands. "Your sister, a winged unicorn with the arts of magic." Trixie huffs. "A super alien soldier, a living legend who kinda lives up to the legend. A trio of extraordinary little girls with superpowers. A boy genius, who is in fact a boy genius. A dog with breathtaking stress and anxiety issues, a couple of master assassins, and YOU, little unicorn." Trixie walks up to her. "You've managed to piss off every single one of them."

"That was the plan." Trixie smirked.

"Not a great plan." Jenny retorted and starts walking up to her. "When they come, and they will, they'll come for you."

"You're a fool, robot girl." Trixie said.

"Am I?" Jenny questioned. "Or is the fool the one I'm standing in front of?"

"I have an army." The unicorn said coldly.

"We have a Hulk." Jenny said back at her.

Trixie stared at her in anger. "I thought the beast had wandered off."

"Oh... he'll be back. Just you wait and see."

"Oh, don't worry. It won't be long until I have a throne at the center of this planet, with these people in my hooves-"

"Just stop right there!" Jenny stopped Trixie and talks. "You're missing the point. There is no throne. There is no version of this where come out on top." Jenny stops where she stands and faces Trixie. "Now, maybe your army comes and maybe it's too much for us, but it's all on you. Because if we can't protect the Earth, you can be damn well sure we'll avenge it." Jenny said as she drinks her oil again.

Trixie stares at Jenny angrily as she walks up to her. "How will your friends have time for me... when they are so busy fighting you?" Trixie's eyes glow red and her horn glows red. She then tilts her head down and her horn touches Jenny's chest. But... nothing happens. Trixie looks up with astonishment and Jenny isn't brainwashed to her power. Trixie tries it again but Jenny isn't falling into her control. "This usually works." She says.

"Well, performance issues, it's not uncommon." Jenny remarked as Trixie looks up at her and growls. "One out of five..."

Trixie then punches Jenny over to the windows and onto the ground. "Ooof!" Jenny groaned. Trixie then trots over to her as she tries to get up. "SALLY... anytime now."

Trixie lifts Jenny up with her magic in red aura and holds her to her face. "YOU WILL ALL FALL BEFORE THE GREAT AND POWERFUL TRIXIE!" She yelled and prepared to toss Jenny out.

"Deploy!" Jenny exclaimed as the walls behind Trixie opens. "DEPLOY!" She screamed again before being thrown by Trixie's magic and shatters through her windows. Jenny falls from her tower along with some shattered glass to the ground as she screams. Trixie then looks back to see a large blue cube fly right at her and she ducks. The blue cube then dives down, revealing Jenny's new armor and it scans Jenny's bracelets on her hands. The armor then grabs Jenny and suits her on as she falls. The armor covers her arms, legs and torso and it also sprouts it's own pigtails on her head. Jenny's Belly Bolt then activates and turns on her jets to stop her from falling. She then flies back up to her penthouse as Trixie watches her come up. "And there's one other person you pissed off." Jenny said to the surprised Trixie. "His name was Sean."

Trixie prepared to shoot her with her horn but Jenny draws out her laser cannon and fires at Trixie, making her scream and fall to the ground.

Just them in that moment, the Tesseract in the iridium device shoots up a blue energy beam up into the sky. Jenny looks up to see it happen as well as Blossom who came flying in to help. The two girls stare up at the sky as the beam opens up a portal from space.

The portal opens up and the awaiting Chitauri aliens move in to start the attack. The aliens fly right into the portal and into the view of Megaville. The Chitauri fly out of the portal and head right down to Megaville and start their invasion. Blossom looked up in horror as Jenny looked up with a discern look. "Right. An army." Jenny remarked on what Trixie said and the Chitauri raced down to Earth, roaring.

* * *

**End of chapter.**

**The Battle for Megaville is about to begin!**


	7. Battle for Megaville

**PPGD's The Avengers**

**Chapter 6: Battle for Megaville**

* * *

The Chitauri have arrived.

The aliens fly out of the portal and dive towards the city. Jenny and Blossom look up at the invaders.

"What's your plan again?" Jenny asked.

"The plan is... attack." Blossom said as she sky rockets to the sky and uses her laser eyes and punches as she goes past many of the aliens.

"Works for me." Jenny said as she boosts her rockets and flies up at the diving aliens. She uses laser cannons at the aliens as they try to shoot her out of the sky but she barely dodged those. Jenny pulls out a mace and smacks the nearby aliens coming up to her but gets bumped by another alien. She regains her balance and fires off mini rockets at the aliens, making them explode on contact. Blossom throws punches and kicks at the aliens but she gets shot by a laser and falls down to the roof of a nearby building. The aliens fly down over Wakeman Tower and toward the city grounds as they prepare to wreck havoc.

The citizens look on with horror and flee for their lives. The aliens shoot the bridge full of cars as they fly out and explode, with many civilians fleeing. The aliens continue to shoot their beams all over the block with many people cowering in fear and running. They attack the café where the waitress is as she tries to dodge the alien fire. She and the other citizens hide into the café and look out from their window to see the aliens fly by and shoot their lasers all over the buildings.

Back on Wakeman Tower, Trixie walks up to the pad platform and witnesses the work she has created. She dresses up in a purple starry cape and a black tiara on her head as she witnesses with a grin, the destruction of Megaville. Just then, a winged figure appears over the sun and dropping down to the penthouse balcony is none other than Twilight Sparkle. She calls her out. "TRIXIE!" Trixie then turns to Twilight as she talks. "Turn off the Tesseract, or I'll destroy it!"

"You can't!" Trixie responded. "There is no stopping it. There is only... the war." Trixie's eyes glow red again as Twilight glares at her.

"So be it." Twilight said and Trixie leaps towards with a scream.

Twilight dodges her strike and hoof punches her face and then Trixie bucks Twilight back. Trixie then fires a red beam at her but Twilight shields herself with in a bubble to deflect it. Twilight then shoots a beam at her which she dodges and the two ponies collide their horns together. They both glare at each other while Trixie tries to shoot beams at her. But Trixie pushes Twilight and shoots another beam at her. Twilight deflects the beam with her horn and it hits the 'Wakeman' sign on the tower and the letters fall from there to the ground.

Back in the city, the citizens continue to panic and scream as the Chitauri continue to attack. The police arrive and witness the threat in shock. Jenny flies through the city with a couple of Chitauri on her tail.

Bubbles and Buttercup arrive to Megaville a bit too late as they see that the invasion has started.

"What do we do?" Bubbles asked Buttercup.

"We do what we always do. Kick their asses!" Buttercup said.

"Okey-dokie!" Bubbles agrees and the two fly into the city and strike every Chitauri they come across with their kicks, lasers and punches.

The quinjet then arrives at the city and sees the blue beam from ahead. Kim then contacts Jenny through the comm. "Wakeman, we're on your three, headed northeast."

"What? Did you stop for drive-through?" Jenny joked. "Swing up Park. I'm going to lay them out for you."

Jenny then flies overhead of her tower with the Chitauri on her tail as Twilight and Trixie continue to battle on the rooftop balcony. Trixie growls in anger as she strikes Twilight with her horn but Twilight deflects them with her horn. Twilight then bucks Trixie in her face and she flips over and lands back on her hooves, grinning at her with red eyes.

Jenny continues to fly through Megaville as the alien forces continue to chase her. The quinjet enters the city and brings out it's MG turret. As soon as Jenny past their sight, the turret fires at the aliens, destroying their vehicles and flying over the building in front of them.

_"Jenny, we have more incoming." _SALLY said.

"Fine. Let's keep them occupied." Jenny said as she continues to fly.

The quinjet flies around Wakeman Tower, blasting every alien in its sight with the turret.

While Twilight and Trixie continue to have their battle on the balcony of the tower. Twilight thrusts her hoof forward but misses Trixie, and she uses her magic to lift her in the air and smash her down to the floor. Kim and Ron watch from their jet.

"Kim?"

"I see her."

The quinjet turns around and aims at Trixie as she hurls Twilight away and she tumbles to the edge and hangs on. Trixie then faced the quinjet as it fires bullets at her but she fires a red beam at the quinjet's wing. Causing it to set aflame and spin out of control. Ron tries to maintain control but the quinjet goes down from Trixie's sight and she smiles. Twilight witnessed in horror and pulls herself back up from the edge. She then flies up to Trixie, tackling her into the air and slamming her face down on the floor. While the quinjet falls out of the sky. Ben inside the quinjet grabs onto the bars as he and Dexter hang on.

Twilight then proceeds to beat Trixie fight Trixie with hoof punches and bucks. Trixie dodges her buck and shoots a red beam at her to the ground. Trixie walks up to Twilight and laughs. "Twilight Sparkle. No matter how good you are with your pathetic crown, I can do better with this. The alicorn amulet is stronger than anything in the universe. Not even you or your precious Princess Celestia can stand a chance against it."

Twilight gets angry and trips Trixie with her hooves. Twilight tries to hit Trixie with her horn to the ground but she dodges and they collide their beams. All the while the jet continues to fall down to street level. Ron tries to steady the fall with the wheel as the jet scrapes off bricks off buildings as it passes by. Ben and Dexter try to hold on as Kim and Ron brace for impact. The jet falls past the building with people watching and hits the pavement, scraping it off as it slides and halts by a building in front.

Ron and Kim unbuckle their seatbelts and prepare to leave. The hatch opens and Ben, Dexter, Kim and Ron exit out of the jet. Ben runs through the cars as the team follows him. "We got to get back up there!" Ben said as he, Dexter, Kim and Ron ran towards the tower on foot. They come across a dreaded bridge as there are cars burning and people fleeing. The team then stops as they look up at the clouds to see a giant centipede-like Chitauri exiting out of the portal. The titan alien roars as it flew down towards the city and smashes through a statue. The giant alien flies above the awe looking team and it shoots out Chitauri soldiers out of it's holds as they latches onto the buildings. More aliens shoot out and smashes through a business window. They get out their weapons and fire at the citizens as they dodge their destructive fire. More titans and aliens fly in as Ben, Dexter, Kim and Ron stare up at them.

"Jenny, are you seeing this?" Dexter talked into Jenny's comm.

Jenny flies toward the leviathan titan. "Seeing. Still working on believing. Where's Courage? Has he shown up yet?"

"Courage?" Dexter asked.

"Just keep me posted." Jenny said as she caught up with the flying titan. "SALLY, find me a soft spot." As the leviathan continues to crumble buildings in its path.

Trixie and Twilight continue their magical battle but Twilight pushes the beam right at Trixie and she falls to the ground. Twilight uses her magic to take the alicorn amulet off her neck and throws it away from her to the floor near her. Trixie tried to get back up but Twilight pins her to the floor and forces her to look at the city.

"LOOK AT THIS!" She yelled as she shows Trixie the destruction the Chitauri are doing. "Look around you!" Trixie smiles as Twilight continues to rage at Trixie. "You think this madness will end with your rule?"

Trixie pants and stares at Twilight again. "It's too late." She looks back. "It's too late to stop it."

"No..." Twilight tries to reach out to her again. "We can stop it." She removes her hooves off her and lends her a hoof. "Together."

Trixie looks at Twilight as she tearfully smiles at her. Trixie then smiles a bit and offers her hoof to hers. But, before she could touch her hoof, Trixie's smile turns sinister and stabs her horn into Twilight's body and she screams in pain. Trixie releases her horn as Twilight's body bleeds and she kneels down, groaning in pain.

"Sentiment." Trixie remarked Twilight's foolish action to redeem her.

Twilight now angry, lifts Trixie with her magic and smashes her around the balcony and smashes her into the glass. She drops Trixie hard onto the floor. Twilight then gets up and prepares to strike Trixie with her horn.

"Well, go on. Make Celestia proud." Trixie encouraged Twilight but she realizes her actions and refuses to kill Trixie.

Trixie then rolls over to the edge and falls off the balcony. Twilight watches her fall but Trixie grabs onto a Chitauri flyer and rides on it. She flies with many other Chitauri follows as she leads them into the city. Trixie and her forces proceed to attack the city while Twilight's wound heals with her magic and pants as she sees the chaos continues to ravage Megaville.

Back on ground level, Ben leads Dexter, Kim and Ron through the abandon cars and they take cover behind a taxi.

"We've got civilians still trapped up here." Ron said.

Ben sees Trixie and her lead coming by and watches them reign destruction on the streets. "Trixie." The aliens and Trixie continue to reign chaos and blow up a whole stack of cars on the street while the police and civilians flee from the destruction. Ben witnesses the destruction. "They're fish in a barrel down there."

Just then the Chitauri attacks the group. Dexter gets out his lasers and shoots at the aliens as they use their weapons to shoot at them. Kim looks to Ben.

"We got this. It's good. Go." Kim told Ben as he is unsure.

"Do you think you can hold them off?" He asked.

"Captain..." Ron asked as he loads an arrow in his bag. "...it would be my genuine pleasure."

Ron takes out his arrow and steadies his bow at the aliens. He fires one that pierces one's head, while Kim gets up and fires her pistols at them. Dexter pulls out a wrench and it activates a electric component. He looks to Ben. "Go!" And whacks an alien's face.

Ben runs up to the rail and jumps off the bridge, landing on a bus while more Chitauri fire their lasers at him. Ben runs from the fire and jumps onto a car which is send flying up but Ben manages to stick the landing back to the ground and continues running. Dexter takes out the aliens with his wrench while Kim shoots them with her pistols. Ron goes up to the bus and gets all the people on it out of there as they run to safety. Ron quickly then rejoins with Kim and shoots another arrow at the aliens.

"Just like Budapest all over again." Kim said to Ron.

"You and I remember Budapest very differently." Ron remarked as he fired another arrow.

Meanwhile, Bubbles and Buttercup were on a rooftop, battling the Chitauri enforcers. Buttercup slams one down to the ground as Bubbles stomps on one's head. She then jumps back up before the other alien could fire her and it hits the other alien. Bubbles comes back down and stomps down the other alien. Buttercup struggles with one of the aliens by grabbing onto his weapon, but she disarms him and fires the weapon at his chest. She looks back to see Bubbles kicking the other aliens away from her. Buttercup aims the weapon at the aliens and shoots at them dead. Bubbles then runs up to the last alien and punches his face hard, making it splatter.

Back on ground, Ben passes through fleeing crowds, avoids laser shots and vaults over a car. As he runs, this whole scenario reminds him of the war back then. He runs on top of a car and drops down avoiding more shots. More people flee the scene while others hide under tilted cars for shelter of the dust. The police on ground try shooting them down as they fly overhead, while one of them talks to another officer.

"It's going to be an hour before they can scramble the National Guard."

"National guard?" A laser blast almost hits them. "Does the army know what's happening here?"

"Do we?"

Ultimate Ben then drops down onto a squad car and starts ordering their commands. "You need men in these buildings. There are people inside and they're going to be running right into the line of fire. You take them to the basements or through the subway. You keep them off the streets." The officers become a little confused as he talked. "I need a perimeter as far back as 39th."

"Why the hell should I take orders from you?"

Just then, more blasts explode on the buildings behind and two Chitauri soldiers drop near Ben and attack. Ben smashes one with his shield and the other with his fist. Ben slashes the alien with his shield and bashes him down to the ground. He then slices the other alien's weapon off him and bashes it away with his shield. The officers were amazed and start to follow his command.

"I need men in those buildings. Lead the people down and away from the streets." He talks into his feed. "We're going to set up a perimeter all the way down to 39th Street."

Back to Jenny, she flies past the buildings and faces the titan Chitauri up front. She fires mini rockets at the monster and the monster starts to chase her while making a tight turn, knocking down a few more structures of a building. The debris falls from the building and hits a hot dog stand. Blossom was around in the debris as she just punched a hole through a Chitauri's chest and here's a woman scream. She gasps as she sees the woman caught in the debris and swoops in to save her before a larger piece landed on her. The titan Chitauri is now chasing Jenny.

"Well, I got his attention." Jenny said. "What the hell was 'step 2'?" She proceeds to flee away from the titan as it chases her.

Ron and the others continue to battle on the bridge as he just tripped one with his bow and stabs it with his arrow. Dexter swings his electric wrench at one's face as it falls and shoots one down with his laser shot. Kim disarms one of the aliens' weapons and uses it against them. She shoots beams at them with it and they fall down. Ron gets tackled by one but he jabs an arrow to his throat and falls. Dexter gets restrained by an alien and they roll off the cars. The alien picks him up and prepares to kill him, only to have his chest punched through by Blossom's fist. The alien falls and Dexter thanks Blossom. More Chitauri aliens swarm the group. Kim continues holding them off with her weapon, and Ron slides from a strike and shoots an arrow at one of them. Dexter shoots another down while Blossom blasts one away with her heat vision. Ultimate Ben then jumps back in and saves Kim from being held by one of the aliens by ramming them with his shield. The group continue to fight them off but too many come swarming in. Luckily the aliens are then shot down by pink spears and they fall. The pink spears came from Twilight Sparkle as she floats back down to the ground and trots up to the team.

"What's the story upstairs?" Ben asked her.

"The power surrounding the Cube is impenetrable." Twilight said.

"Twilight's right." Jenny said via comm. "We got to deal with these guys."

Just then, alien falls down to the ground and the group faces to him. Bubbles then comes diving in and stomps the alien down on her feet. Another alien falls right past the team, taken care of by Buttercup as she dusts her hands off. "Need some help?"

"Girls!" Blossom cheered in relief as they are still alive.

The team reunites, but then looks up at the city to see more aliens causing destruction.

"Blossom?" Bubbles asked her pink sister. "There's too many of them!"

"We can't beat them down forever." Buttercup said. "We gotta stop their rampage."

"How do we do that?" Kim asked.

Blossom looks to Kim. "As a team. We must fight together if we're gonna win."

"I have unfinished business with Trixie." Twilight said to the group.

Ron sharpens his arrows. "Yeah? Well, get in line."

"Save it." Ben said. "Trixie's gonna keep this fight focused on us, and that's what we need. Without her, these things could run wild." He walks in front of team. "We got Wakeman up top. She's gonna need us to-" Ben stops as he hears a motorbike coming in and looks behind him. It's Courage as he rode a motorbike through the wreckage of the bridge. Ben, Twilight, Kim, Ron, Blossom, Dexter, Bubbles and Buttercup then walk over to Courage as he got off and walked up to them.

"So, this all seems horrible." Courage remarks. "Not that I'm a bit scared of this sight at all."

"I've seen worse." Kim responds.

"Sorry." He apologized about before. He looks to Bubbles who smiles. "You too."

"It's okay, Courage." Bubbles cheerfully forgives. "We could use some worse right about now."

Courage smiles at her.

"Wakeman, we got him." Blossom contacted Jenny.

"Courage?"

"Just like you said."

"Then tell him to suit up." Jenny told her. "I'm bringing the party to you."

Jenny flies just around the corner with the massive titan alien following her. The group sees this as Buttercup and Twilight ready to battle again.

"I don't see how that's a party." Kim remarked in fear.

Jenny flies over street level as the titan follows her down and flies straight by her friends below. Courage watches the titan come close to the team and walks up while feeling scared.

"Dr. Bagg." Ben spoke to him. "Now might be a really good time for you to get scared."

Courage looked back at Ben while walking. "That's my secret, Captain." Courage then faced the giant as it came close. "I'm always scared."

Courage then instantly transforms into the Hulk and thrusts his fist towards the titan, smashing it's skull and coming to a complete halt. Courage roared as he punched the beast but it's back flips over and was about to fall on top of the eight heroes. But Jenny arrives. "Hold on!" She then pulls out a missile launcher on her arm and shoots a projectile at the exposed point. Ben shielded Kim and Bubbles as the explosion destroys the titan to pieces. The titan's head then slips off the bridge lands crashes onto the road. While the bystanders look up at the heroes that destroyed it. The Chitauri on the walls then looked down at where they are and roared at them in anger.

_CUE EPIC HEROIC MUSIC!_

Courage roars at the Chitauri while he stands with Ron, who readies his bow. Buttercup, as she cracks her knuckles. Twilight, as her horn sparks. Dexter with his wrench at the ready. Bubbles, as she glares in anger. Kim, while she reloads her pistol, Blossom, who straightens her bow up, Jenny, who floats down with the team and Ultimate Ben as he looks at the enemies around him. All ten heroes have assembled. The Avengers are ready to fight. The Chitauri roar all over the place as they are about to face the Avengers. Trixie flies over the skies and looks down in anger. "Send the rest." She announced.

More Chitauri titans and soldiers fly out of the portal as Megaville stands in the brink of destruction. Kim looks up and gets the team's attention. "Guys."

"Call it, Captain." Jenny told Ben.

"All right, listen up." Ben addressed to the team and they listen. "Until we can close that portal, our priority is containment. Stoppable, I want you on that roof. Eyes on everything. Call out patterns and strays. Wakeman, you got the perimeter. Anything gets more than three blocks out, you turn it back or you turn it to ash."

Ron to Jenny. "Can you give me a lift?"

"Right. Better clench up, Legolas." Jenny said as she grabs Ron and sky rockets with him.

Blossom then address the rest of the team. "Twilight, you got to try and bottleneck that portal. Slow them down. You've got the magic. Show them what magic is all about."

Twilight then sprouts her wings and flies out of their view. Blossom turns to Dexter. "You and me, we stay here on the ground. Keep the fighting here. Bubbles and Buttercup, I'm counting on you. Try to cover the buildings, make sure no one gets hurt."

Bubbles and Buttercup fly out of their view. Blossom then turns to Ben. "Captain, you and Miss Possible stay around the block and try to hold off the street." Blossom then turned to Courage. "And Hulk..." Courage turned his head to Blossom as she says "...smash." Courage grins.

Courage then makes a giant leap towards the building and grabs a Chitauri shooter. He smashes his head against the wall and leaps to another building, smashing him there. Another alien tried shooting him but Courage swings his arm at him, smashing him there and Courage beats up more Chitauri while swinging from the building. He tosses one of them to a window and knocks down a flyer while jumping from another building.

Bubbles and Buttercup then circle the city while slicing every Chitauri alien with their heat vision. Meanwhile Twilight wings over to one of the tallest buildings in Megaville. She stands right at the tip of it and looks up at the sky. "Celestia... give me strength!" She shouts as she conjures up a massive amount of magic and power from within her crown, she exerts herself while doing it. Just then, the clouds come in and sends down a giant bolt of lightning at Twilight's crown. Lighting up the entire building and Twilight shoots out a power blast beam from her horn at the portal, decimating every Chitauri alien coming out of it. She pushes herself with more power to push back a titan as it roars in pain, but she managed to destroy it.

* * *

Back on SHIELD's Helicarrier. Fowler watches the control panel and views numerous news reports of the battle happening in Megaville. Candace walks up to him. "Sir. The Council is on." Fowler is surprised that the council is back and looks at the news reports one more time before closing it.

* * *

Back in Megaville, Ron shoots arrows at the Chitauri forces from a rooftop. "Wakeman." He radios. "You got a lot of strays sniffing your tail."

Jenny flies by with many Chitauri riders chasing her. "I'm just trying to keep them off the streets."

"Well, they can't bank worth a damn." Ron said as he shoots an arrow blindly that hits another Chitauri rider. "So find a tight corner."

"I will roger that." Jenny said.

Jenny flies by past the corner and leads the Chitauri to Ron's position. He steadies his aim with the bow and just when Jenny came flying in with the Chitauri, Ron fires off his arrow and directly hits one of the alien's riders, melting it in half and falls apart. Jenny shoots a beam at the rider and it explodes, she then continues to fly past many cars on the bridge while the aliens continue to chase her, tearing the bridge apart. Jenny flies through a tunnel and the aliens follow. She comes out of the tunnel and flies over to the building. She makes a tight turn, causing the aliens to crash into the building and burn in flames.

"Oh, boy." Jenny said as she flew into another tunnel with the Chitauri firing beams at her but dodges. Jenny then sees a tight squeeze in the tunnel and flies under. The alien rider then crashes onto the squeeze and rolls in flames. Jenny flies out of the tunnel, followed by the burning rider as it explodes on impacting a building. Jenny looks back while speeding through. "Nice call. What else you got?"

"Well, Twilight is taking on a squadron down on Sixth." Ron said to her and she frowns sarcastically.

"And she didn't invite me." Jenny remarked.

Blossom and Dexter fight off many of the Chitauri attackers. Blossom punches one down and stomps on it's face as it splattered, while Dexter uses his electric wrench to hit another alien. He looks back to see more coming in, and conjures a black disk on his arm. He flings the disk at them, slashing their chests as they fell, while Blossom continues fighting off an bunch of aliens surrounding her.

Another Chitauri titan comes into view and heads straight for a business building. The people inside scream as it came but then came another sound behind them and Hulk-Courage runs in, ramming objects in front of him. He bursts out from the window and grabs hold of it's mouth. The titan then loses control as it latched on its mouth and shatters a bunch of windows as it flew past them. Courage then proceeded to beat the titan's mouth up.

Back on ground, Kim gets pinned to a car by a Chitauri soldier as it prepared to stab her with his rod but she dodges and stabs the car instead. Kim then grabbed him with her legs and shocks his neck, collapsing on top of her. Kim then took hold of his weapon and blasts him away with it. She then turns around and sees Ben dropping in as she pants. Kim struggles to stand as she expresses to Ben.

"Ben... none of this is going to mean a damn thing if we don't close that portal." Kim looked up to the portal below Wakeman Tower.

"Our biggest guns couldn't touch it." Ben said.

"Well, maybe it's not about guns." Kim said as she has an idea. Ben looks to see more Chitauri coming in and riders passing by.

"If you want to get up there, you're going to need a ride." Ben said.

Kim tosses her rod away and walks up to the end of the bridge. "I got a ride." Ben looks confused. "I could use a boost, though."

Ben gets the idea and backs over to the other end and holds his shield. "Are you sure about this?"

"Yeah. It's gonna be fun." Kim said. She then ran up to Ben, jumped over a car and on his shield as he pushes it up and Kim leaps up to grab a passing rider. Ben watches her go as more Chitauri shoot out at him.

Speeding through the city, Kim climbs aboard the rider and cuts the chain of the shooter's safety off. She kicks the shooter off the rider and climbs over to the pilot and stabs him with her knives. The alien then dies and Kim is now controlling the rider by tilting the alien's corpse around. "Okay, turn, turn!" She tilts his body and makes a turn but hits a building. "Less! Less!"

Kim is then pursued by another Chitauri rider as they shoot at her. But Jenny flies in and shoots them off her tail. Jenny fires her laser cannons at many of the Chitauri pursuing her and makes a turn over to the bridge. Many Chitauri shoot out at the sky trying to hit her but she dodges one by one and rams them through the bridge. She stops next to Ben as he fights the Chitauri attackers. Ben kicks them away and Jenny aims her laser beam at Ben's shield, it reflects the beam and slices many more Chitauri in it's path. Jenny then sky rockets up the building, shooting down more Chitauri and knocking them off the building with her mallets and swords. Bubbles crashes through the building as she brutally beats up a Chitauri sentry and throws it over to Buttercup who delivers a massive blow to it's face and flies to the top of the building. Dexter flies in and shoots more aliens. He sees another alien about to strike at him, but Dexter flies right at him and blasts his head with his laser and flies off. Ron, still on the building, impales an arrow to nearby alien. He then ducks as a laser shot flies by his head and shoots another arrow at them, hitting one of their heads and crashing the rider onto a titan Chitauri. On the titan, Hulk-Courage continues fighting the Chitauri forces, by smashing them and beating them down while more come in. Blossom drops in on top of it and punches more aliens out of her way. Twilight then drops in and fights with Courage and Blossom as they ruthlessly beat up the Chitauri aliens with their magic, bucks, punches and brute strength. Courage then grabbed a piece of armor off the titan and sticks it in the armor. Twilight then stomped the piece down, impaling the titans head and it instantly dies as it crashes through the train-station lobby. Once the titan has stopped sliding in, Twilight, Courage and Blossom breathe from exhaust. After that pause, Courage suddenly thrusts his fist at Twilight and punches her out of the view. Blossom watched this as Courage growled in jealously.

Back on the roof of Wakeman Tower, June Darby regains consciousness and witnesses the Chitauri flying on their riders. She looks up in horror and sees above her the portal she has opened. She is now in deep regret as she is finally out of Trixie's trance.

Back on ground, the army rolls in to stop the Chitauri. They fire their weapons at the Chitauri as they fly by.

Back to Ben, he struggles with defeating a Chitauri attacker but he manages to dodge it's spear and punches the alien out. "Captain, the bank on 42nd past Madison." Ron alerted Ben as he gets up. "They've cornered a lot of civilians in there."

"I'm on it." Ben panted and runs off.

Back to Blossom, she holds off a Chitauri attacker as it pins her to a wall. Blossom struggled with him but she kicks her legs up at him, grabs his weapon and blasts a hole through his chest with it. "No guts, no glory." She said as the alien collapses. "I've always wanted to say that."

Inside the bank, the Chitauri hold the civilians at gunpoint by the balcony. Among the people are is the waitress and the Chitauri soldier pulls out a plasma bomb and activates it. Just then, Ben comes diving in from the window and tosses his shield right at the alien, making him drop the bomb. The aliens then shoot at Ben as he ducks for cover. The bomb continues to beep as Ben kicks the table over at the Chitauri and one of them trips off the balusters. Ben then engages the alien, punching his stomach and head-locking him. The crowd gasps as he tosses him over to the crowd. "Everyone! Clear out!" He told them but then an alien grabs him from behind and takes off his mask. The other Chitauri shoots his weapon at him but Ben backflips over the soldier, making the shot kill him instead. The bomb then beeps even faster and the alien tried to grab it. Ben then quickly grabs his shield and just before the alien could throw it at him, it explodes, sending the shielded Ben out of the window and landing on a car. He gets up and groans in a bit of pain. He slides off the car and pants as the fire department clears the hostages out of the bank, with the waitress looking back over at Ben who saved her life from the aliens. Ben visualizes his surroundings as they remind him of the war.

* * *

Back at the Helicarrier, the Security Council argue with Fowler about the situation.

"Director Fowler..." Spoke the British councilwoman. "...the Council has made a decision."

"I recognize the Council has made a decision." Fowler responds. "But given that it's a stupid-ass decision, I've elected to ignore it."

"Director, you're closer than any of our subs." Said the councilman. "You scramble that jet-"

"That is the island of Megaville, Councilman!" Fowler screamed as Candace watched. "Until I'm certain my team can't hold it, I will not order a nuclear strike against a civilian population."

"If we don't hold them here, we lose everything." Retorted the councilman.

"If I send that bird out, we already have." Fowler said and closes them up.

* * *

Back on the battlefield of Megaville, Kim continues riding on the alien's rider but another rider chases her and shoots red beams at her. Kim turns her head and sees Trixie riding on the rider as she shoots red beams at her with her horn. "Oh. You." Kim attempts to outrun her through the city as she continues shooting red beams at her. "Hawkeye!" Kim called out as she races through the city with Trixie on her tail. Ron sees her from a distance.

"KP, what are you doing?"

"Uhh... a little help?" Kim pleaded.

Ron takes out another arrow and aims his bow. He steadies his aim as he watches Kim passing in with Trixie behind her. "I got her." He smirked. And just when Trixie got close to his view, Ron fires off his arrow at her. But Trixie catches it with her magic, she looks at the arrow and scoffs at Ron's attempt. But then the arrow self-destructs it destroys the rider while Trixie free-falls. Kim got close to the tower and backflips off the rider and lands on the roof. Kim looks up and breathes exhaustingly.

Trixie falls into the city but her tail gets grabbed by Blossom's hand. Trixie looks up at her as she pulls her up and punches her back to the balcony of Wakeman Tower. Trixie hits the balcony and quickly looks up to see Hulk-Courage roaring up to her and ramming her into the penthouse suite. Trixie flies to the minibar, hits the wall and falls back to the ground. Trixie got up and sees the angry Courage about to beat her down like a gorilla.

"ENOUGH!" Trixie yelled at Courage in anger and he stops while he listened. "All you pathetic fools are beneath me! Trixie is a queen, you dull creature! And she will not be bullied around by a idiotic brute-" Unfortunately, Trixie's speech is cut off as Courage grabbed her by the tail and viciously slams her all over the floor. Courage slams her down more until he had enough. Trixie then laid there, all bruised, weaken and eyes widen in shock as Courage began walking away from her. He looks back to her and utters "Puny queen." Trixie continued to lay there in transfix and makes a little noise in pain.

Back on the roof, Kim walks up to the machine powered by the Tesseract as it continued to generate power and keeping the portal above the sky opened.

"The amulet..." June said while Kim looked over to her.

"Doctor." Kim looked at June as she stared at the ground.

June then looks to Kim and tells her. "Trixie's amulet. The Alicorn Amulet. The energy." Kim walked over to her. "The Tesseract can't fight, but you can't protect against yourself."

"It's not your fault. You didn't know what you were doing." Kim assured her.

June continued to look at Kim in horror. "Actually, I think I did." Kim listened. "I built in a safety to cut their power source."

Kim realizes. "The Alicorn Amulet. The one that was on Trixie's neck?"

"It may be able to close the portal." June said as she moved her head back down at the balcony. "And I'm looking right at it." She said staring at the amulet on the floor below.

Back in the city, Twilight is on a rider fighting off the Chitauri with her hooves and magic. She stabs the other alien with her horn as they fly over to another building. But she then gets surprised as another titan bursts out from the building and roars. Twilight flies out of the way as the building it came out of collapses to the ground. Buttercup was on top of the titan beating down more aliens. She punches and kicks more aliens out of her, she even stomps her foot into its stomach and kicks him off. Just then a rider comes in and tackles her off the titan. Jenny speeds up to the titan and tries to penetrate the armor with her red laser beam.

_"Jen, we will lose power before we penetrate that shell."_ SALLY said.

Jenny the decides to speed off in a distance and faces the beast in front of her as it smashes through more buildings.

"SALLY, you ever hear the tale of Jonah?" Jenny asked.

_"I wouldn't consider him a role model."_ SALLY said.

Jenny's legs and arms pulls out some mini rockets as Jenny speeds up towards the titan. She flies into its mouth and through its body as her rockets destroy everything inside it explodes. Jenny flies out from its body, smashes into a bus stop glass and hits hard on taxi before falling to the ground. Jenny's armor is charred and damaged, as she tries to get back up. As she does, she gets hit by two blasts of Chitauri weaponry and falls back to the ground. The Chitauri then move in close to her.

On the roof where Ron is, he sees an alien enforcer coming up to him from behind and shoots an arrow through its chest. Ron was about to grab another arrow but he realizes he's all out. Another alien climbs up and tries to attack him but Ron whacks him with his bow and kicks him off the roof and watches him fall. He then looks up and sees another armada of Chitauri flying to his position. Ron grabs the arrow he shot the alien with and puts it back in his bag to set it on grapple mode. The Chitauri fire their weapons at Ron as he runs to the edge and jumps off the roof. In mid-air he aims his bow at the ledge he jumped off of and shoots a line-wire arrow to latch on. He swings from the wire to another building and smashes through the glass into a room. He groans in pain and coughs out a piece of glass.

Buttercup gets into a scuffle with the alien on the rider but she takes him out with her heat vision and crash into a building. Buttercup lands on a taxi and hits the ground. She tries to get up but she gets swarmed by the aliens and attack her. Blossom comes in to help her by blowing her ice breath at them and shattering them to pieces. She helps Buttercup up and they prepare to fight more aliens that come at them.

Bubbles is over in the skies as she blasts her laser beams at the riders while they circle her. She manages to take one down but the other aliens continue to circle her and shoot their beams at her. Bubbles couldn't take much of the damage and faints back down to the street. She lands back on the ground on her feet as she struggles to get back up. But the other aliens surround her and prepare to take her down.

Dexter tried to hold his own for as long as he could but the Chitauri enforcer slaps his wrench off and pins him down.

Courage-Hulk smashes two aliens down on a rooftop, kicks one away and tosses another one away while the Chitauri riders shoot their blast beams at him. They all shoot rapidly at Courage as he roars in extreme pain while resisting their shots.

* * *

Back on the Helicarrier, a pilot ordered by the council is leaving from the docking bay and up to the deck.

"Director Fowler is no longer in command." Said the councilwoman. "Override order 7-Alpha-1-1."

"7-Alpha-1-1, confirmed. We're go for takeoff." The pilot said as he gets ready to takeoff.

Candace spots this on the ship's bridge control. "Sir, we have a bird in motion!" Fowler notices this and runs out of the room. "Anyone on the deck, we have a rogue bird. We need to shut it down! Repeat, takeoff is not authorized."

Fowler exits outside to the deck with a rocket launcher in hand and sees the jet taking off. Fowler fires his missile with careful aim and hits the tire rims of the jet, causing it to slide down the runway and stop at the edge of the deck. Fowler smiled as he took care of that but then notices that another jet has taken off and Fowler has failed to see that. He got his gun out to aim but it is too late, the jet has taken off the deck and is flying straight to Megaville.

Fowler reenters the ship and contacts Jenny.

"Wakeman, do you hear me? You have a missile headed straight for the city."

* * *

Jenny hears this and asks as she gets attacked again by a Chitauri enforcer. "How long?"

"Three minutes, max." Fowler said. Jenny then looks up while panting as she fires off her laser beam at her attackers. "The payload will wipe out Midtown."

Jenny fires her beams and slashes one with her swords. "SALLY, put everything we got into the thrusters!"

_"I just did."_

Jenny was about to be overwhelmed by the aliens but she manages to escape and flies into the sky and heads out of the city.

The jet comes into view of the city in destruction and fires off the nuclear missile. The missile flies over to the city of Megaville, about to be blown up in a matter of time. "Package is sent. Detonation in 2 minutes, 30 seconds, mark." The jet flies away from the blast radius.

The city of Megaville is just about torn apart by these aliens. Ben and Twilight stand back-to-back of each other as they try their best to hold off the Chitauri with their magic, shield and bucks. Ben then gets shot in the waist by the aliens and falls to the ground. Twilight sees this in horror as the Chitauri continue to fire their weapons at them. The pony, enraged, gives out a powerful buck to a car and sends it rolling at them as it squishes them to death. Twilight then shoots a pink concussion beam at the other aliens. Twilight walks up to Ben and lends her hoof to him. Ben grabs on and she pulls him up.

"Are you ready for another round with them?" Twilight asked.

"What, are you getting sleepy?" Ben joked. "And I thought you ponies were all so cute and innocent."

"Well... we all change overtime." Twilight said as her horn sparks again as she gets ready for another round of aliens to fight and so is Ben.

Back on the rooftop, June starts up her computer again while Kim held the alicorn amulet to the Tesseract.

"Right at the crown!" June told her and Kim shoots out a beam with the amulet. The red beam shoots from the amulet and it enters the energy field that touches the Tesseract. She holds the beam there as she tries to close it.

"I can close it." Kim said. "Can anybody copy? I can shut the portal down."

Ben hears this. "Do it!"

"No, wait!" Jenny interrupts.

"Wakeman, these things are still coming." Ben said to her.

"Well, I hate to tell you this, alien boy, but a nuke is coming in. It's gonna blow in less than a minute." Jenny said as she spots the nuke coming from the ocean. She flies under the bridge and halts her flight. She then flies upwards at the missile as it passes the bridge and chases after it. "And I know just where to put it."

Jenny flies after the nuke and grabs onto it from underneath. She holds onto the missile as it flies over to Megaville.

Blossom and Buttercup continue fighting off the Chitauri with their punches, laser beams and kicks. Blossom stomps down one of them and responds to Jenny's ambition of putting the nuke into the portal. "Jenny, you know that's a one-way trip." Blossom said to her on comm.

"Save the rest for the turn, Bloss." Jenny said as she flies the nuke into the city.

_"Jenny... shall I try to contact Mr. Lee?" _SALLY asked.

Jenny thinks and accepts. "Might as well."

SALLY makes the call.

On a jet over D.C., Sheldon Lee and his executives watch on the news about the invasion. "The streets of Megaville have become a battleground. The Army is here trying to contain the violence but clearly, it is outmatched. And I have to say, in all my years of reporting, I have never seen anything like this." Sheldon's phone rings as Jenny tried to contact him but Sheldon is too transfixed on the destruction he is seeing on TV.

On the Helicarrier, Candace Flynn and the other SHIELD agents watch on the news feed in devastation. "We have limited information on the team but we do know that billionaire Jenny Wakeman's Iron Robot..." Fowler watched with a distinct look.

_Dramatic music plays._

Back in Megaville, Jenny flies the missile through the city as she uses all of her strength to lift the missile for more altitude. Ben and Twilight look up and watch her fly in with the missile in hand and Jenny boasts her thrusters with more fumes as she lifts more strength into it. Hulk-Courage looks up at Jenny and so does Bubbles and Dexter as they emerge from the rubble. Jenny tilts the missile up as she flies up Wakeman Tower and above the roof where Kim and June are as they watch Jenny and the missile fly up into the portal. Eventually, Jenny enters the portal to the other side of space with the missile.

The agents at the Helicarrier cheer in relief that Jenny made it and Megaville is saved. Candace sighed with relief as Fowler looked on with a smile.

Jenny enters the space realm with the missile but the atmosphere was too much for her to handle. Her call to contact Sheldon failed and Jenny gasps for air as she releases the missile out of her grasp. Jenny then fell from the missile and her flaps fall off. Jenny just laid there motionless as she watches the missile fly up to the main Leviathan Chitauri ship and explodes on it. The nuke detonates a wide explosion from afar, destroying the ship.

Back in Megaville, due to the destruction of the leviathan ship, causes all of the Chitauri soldiers to collapse and die. Ben and Twilight look around each other to see that all of the Chitauri have fallen. Buttercup and Blossom also witnesses this and so does Bubbles. Dexter breaks free from the dead alien's grasp and breathes. He looks up to see the giant leviathan titan collapsing on top of a building as it dies. Dexter is amazed. "She did it."

Jenny watches the explosion happen as she could not move and then slowly shuts her eyes. She then slowly falls back down to the portal she entered from while the others wait to see if she is coming out.

"Come on, Jenny." Kim pleaded.

They all looked up at the portal, but Jenny isn't coming out, as the explosion blinds them.

Blossom looked up at the portal and sees that Jenny isn't coming out. Ben looks to Twilight and back up at the portal. "Close it." He said and Kim uses the amulet's beam to shut down the portal and the Tesseract. June backs away for a bit as she looks up to see the portal disappearing from the sky. Ben looked down in grief as the portal closes but to their surprise and relief, Jenny managed to fall right back out just as it closes before being engulfed by the explosion. The team then looked up and see Jenny coming back down and express their joy. "Son of a gun." Blossom said.

Jenny continues to plummet down to the city and Twilight had time to realize.

"She's not slowing down." Twilight was about to fly in and save her.

But just before Twilight could save her, Hulk-Courage leaps in and catches Jenny as he slides down the building and jumps back down to the bridge. Courage hits a car and lands hard on the ground with Jenny in his arms. Courage drops Jenny down and the whole team comes in to check on her.

Twilight, The Powerpuff Girls, Dexter and Ben run up to Jenny to see if she's okay.

"Is she breathing?" Ben asked.

"She's a robot, genius! She can't breathe!" Buttercup said to Ben.

Ben tried to catch a pulse on Jenny but there is no response. He looks at her power battery and notices it is turned off. Meaning that Jenny could be dead. The team, mostly Blossom and Dexter express their grief as she has become another victim to sacrifice her life and save the lives of many people. Blossom, Bubbles, Buttercup, Dexter, Twilight, Ben and Courage mourn for her lost and just then Courage roars very loud. Loud enough for Jenny to spring back to life and screams in fright of his roar. The team becomes surprised to see that she is alive and Courage roars even louder.

"What the hell!" Jenny said weakly.

"Calm down, Courage!" Bubbles said to him and he looks to her. "Jenny's alive."

Twilight looks down at Jenny and smiles. Jenny looks around at the team in confusion. "What just happened?" She asked frantically. "Please tell me nobody kissed me." Jenny asked again.

Ben laid back and expresses his joy in their victory. "We won."

Jenny sighs and looks at the team, congratulating them. "All right, yay!" She lifts her arm up but drops it back down. "Hurray. Good job, guys. Let's just not come in tomorrow. Let's just take a day." Jenny then starts to get up and stretches her arms again and she groans in pain. She looks at the group. "Have you guys ever tried shawarma? There's a shawarma joint about two blocks from here. I know I'm a robot and I can't eat and I have no idea what it is, but... I'd like to try it." Jenny continued to look at the team as Blossom giggles.

Dexter looks to Twilight as she realizes something important they have to do. "We're not finished yet." She said.

Jenny realizes that she and her team still have to apprehend Trixie. "And then shawarma after."

Back in Wakeman Tower, a weaken Trixie climbs over the stairs as she coughs from the dust. She groans in pain but then she hears someone coming in. She turns her head around to see the Avengers; Jenny Wakeman, Ben Tennyson, Twilight Sparkle, Hulk-Courage, Blossom, Bubbles, Buttercup, Dexter, Kim and Ron in front of her. Ron aims his bow and arrow at her while Kim holds the amulet in her hands and the rest of the team glares.

"If it's all the same to you..." Trixie speaks as she surrenders in fear. "Trixie would like that drink now."

Hulk-Courage growls as the rest of the team arrests her.

And so... Megaville has been prevented from falling apart and they day is saved. Thanks to... THE AVENGERS!

* * *

**End of chapter.**


	8. Epilogue: Aftermath

**PPGD's The Avengers**

**Epilogue: Aftermath**

* * *

The day was saved and Megaville is in a state of loss and recovery after the alien invasion. But if it wasn't for the heroic efforts of the Avengers, Megaville would have fallen. Everyone in the city expresses their opinions all over the news.

"Despite the devastation of what has been confirmed as an extraterrestrial attack, the extraordinary heroics of the group known as the Avengers has been to many a cause not only for comfort, but for celebration." The people pay their respects to the people that were lost during the invasion.

Some people on the street wearing shirts of their heroes like Ultimate Ben and The Powerpuff Girls express their opinions. "It's just really great knowing they're out there." The man said. "That someone is watching over us."

A fanboy runs in front and shouts. "I LOVE YOU, TWILIGHT!"

A ten year-old kid expresses as well. "And then these guys were like; PEW PEW! And then the air goes; *mimics explosion* And this pink guy walks up and he goes; RAWWWW!"

Many people walk on the street wearing t-shirts with Twilight and Courage on. A group of teenagers walk along the street wearing costumes that resemble Twilight, with tails, horn and ears.

"I don't know." A couple expresses negatively. "I don't exactly feel safer with those things out there." The man said.

"It just seems that there's a lot they're not telling us." The woman said.

A kid dress like Ultimate Ben skateboards along the park. While a dude holds a picture of Hulk-Courage's face and thumbs up. A trio of little girls dressed like the Powerpuff Girls express their praise.

"I love you, Bubbles. You rock!" She said.

"You go, Blossom!"

"GO BUTTERCUP! WHOO!"

A lady paints her face white and wears blue hair pieces to look like Jenny. Billy, Tootie and Ed express their reactions.

"Dexter was awesome!" Billy said.

"Buttercup, you rock!" Tootie said.

"Way to go, robot lady!" Ed said.

An old man playing chest looks at the camera and expresses negatively. "Superheroes in Megaville? Give me a break."

Everyone in Megaville sends out a message to the Avengers, telling them thank you for saving us.

"These so-called 'heroes' have to be held responsible for the destruction done to this city. This was their fight. Where are they now?" Reviewed a congressman.

But many people continue to praise the Avengers and even dress up like them. Three girls run around on the field dressed like Twilight Sparkle, a boy is dressed up like Jenny as he gives the camera a thumbs up. A man gets his body painted to look like Hulk-Courage and a group of teenagers hold shields up just like Ultimate Ben. A girlfriend and boyfriend, dressed up like Blossom and Dexter wave at the camera and kiss.

"Tough questions are being asked about the Avengers themselves." Senator Stern expresses. "Their sudden appearance and equally sudden disappearance..."

_Over at Central Park. Twilight Sparkle, with Trixie chained up and muzzled walked down to the middle of the road while Jenny, Ben, June Darby, Courage, Kim, Ron, Dexter and the Powerpuff Girls walk up to her._

"What, that this is all somehow their fault?" The waitress expresses in calm and joy. "Ultimate Ben saved my life. Wherever he is, wherever any of them are, I would just... I would want to say thank you."

Fowler watched all of the news reports as he stands before the Security Council.

"Where are the Avengers?" The French councilman asked.

"I'm not currently tracking their whereabouts." Fowler told them. "I'd say they've earned a leave of absence."

"And the Tesseract?" Asked the councilwoman.

_June grabs the iridium device and Dexter takes out the Tesseract from the case. Dexter carefully places the Tesseract into the iridium device as Bubbles, Courage and Ben watches. _"The Tesseract is where it belongs. Out of our reach."

The council is not pleased with this. "That's not your call."

"I didn't make it. I just didn't argue with the pony princess that did." Fowler said.

_June kneeled down and hugs Twilight as she is leaving back for Equestria. _"So, you let her take it... and take the war criminal, Trixie, who should be answering for her crime." _Trixie stares at the ground in anger and failure while she is still muzzled. Kim Possible and Ron Stoppable smirked at her. _"Oh, I think she will be." Fowler said.

_Twilight says her goodbyes to her friends as she smiled at each of them. Twilight then holds her hoof down to the Tesseract on the ground and instructs Trixie to do the same. She reluctantly does so and Twilight uses her magic to activate the Tesseract and both she and Trixie become engulfed in blue magic and transports back to Equestria. Jenny, Blossom, Dexter, Bubbles, Courage, Buttercup, Ben, Kim, Ron and June watch her shoot up at the sky as they are out of Earth._

_Jenny and Ben say their farewells as well while they shake hands and smile. _"I don't think you understand what you've started, letting the Avengers loose on this world." _Kim takes a bag out of her car and hands it to Courage. Bubbles picks up Courage and they laugh in joy, as Ron gets into his car with Kim. _"They're dangerous." Said the Councilwoman.

"They surely are, and the whole world knows it." Fowler said _as Jenny got in her blue sports car with Courage and drove off._

"Every world knows it." Fowler made himself clear.

"Was that the point of all this?" The councilman asked. "A statement?"

_The Powerpuff Girls and Dexter fly off into the sunset and back to Megaville while Ben rode off on his motorbike as he smiles._

"A promise." Fowler said. Fowler closes the Council off and walks out of the room feeling proud of himself.

He walks back to the deck with Candace as the two talk about the future while the agents operate in the background.

"Sir, how does it work now?" She asked. "They've gone their separate ways. Some, pretty extremely far." She asks in worry. "If we get into a situation like this again, what happens then?"

"They'll come back." Fowler assured her as he stands over the window and looks out.

"Are you really sure about that?"

"I am."

"Why?"

"Because we'll need them to."

Fowler said to Candace and she smiles knowing that they will be back. She then returns to her quarters while Bill Fowler continues looking over the window in hope that the Avengers will return if the world is ever in danger again.

* * *

Over in the city of Megaville, people continue to praise the heroics of the Avengers while Twilight Sparkle writes in her notes as she names her friends she fought with.

_"Dear Princess Celestia... When I first to Earth, I did not know a single thing. All of the adventures I have had seem to pass by my mind as I take a breath and look on at this exciting new world. Sure... the people may not be very honest and very kind... but there are some people who continue to show me that friendship is still out there... in the universe." Jenny. "One of them was very heroic, as she saved the lives of many people by proving her loyalty." Courage. "One was very kind and was not afraid to get into a fight." The Powerpuff Girls. "Three little girls also gave me a smile as their laughter becomes their power." Dexter. "Not many people were generous but there was one boy who believed he can make difference and proved it." And Ben. "And there weren't many honest people on Earth, but there one man who believed in himself and honesty was his nature." She concludes. "This world may seem different and out of league of ours... but there are many wonders that I can discover with my brilliant magic and inspire others. All I needed was a little faith... in myself and my new Earth friends."_

Back in her library, Twilight concludes her message. "I hope one day I can make a difference there. And who knows... **Everything happens for a reason.** And my reason is to learn more. Yours sincerely; your faithful student, Twilight Sparkle." She closes it up but then opens it up and writes another message. "P.S. I need an assistant. *giggles*" Twilight looks up at the moon and smiles.

* * *

Back on Earth, Jenny is back in Wakeman tower as she starts up her next project with Sheldon. Sheldon works around with Jenny's design and she shows him the basics of her design. They continue to work while Jenny makes time to due some repairs around her suite. Zooming outside of Wakeman Tower, Jenny has made some repairs on her tower by fixing the sign. The letters were missing accept the big 'A' letter as it is a sign that she will be in charge of calling the Avengers if she ever needs them.

The music ends with an epic note and the fanfic ends.

* * *

_CUE AVENGERS CREDITS!_

**A Fanfiction written by Darkfanboy19**

**My Life as a Teenage Robot, created by Rob Renzetti and property of Nickelodeon**

**Courage the Cowardly Dog, property of Cartoon Network**

**The Powerpuff Girls, created by Craig McCracken and property of Cartoon Network**

**Dexter's Laboratory, created by Genndy Tartakovsky and property of Cartoon Network**

**My Little Pony: Friendship is Magic, developed for Television by Lauren Faust and property of Hasbro**

**Ben 10, created by Man of Action and property of Cartoon Network**

**Kim Possible, property of Disney**

**Powerpuff Girls Doujinshu, created by Bleedman and property of Snafu Comics**

**Original Story Concept based on "Marvel's The Avengers" Written and Directed by Joss Whedon**

**Cast:**

**Jenny Wakeman/Iron Robot as Tony Stark/Iron Man  
Ben Tennyson/Ultimate Ben as Steve Rogers/Captain America  
Courage/The Hulk as Bruce Banner/The Hulk  
Twilight Sparkle as Thor  
Blossom as Herself  
Bubbles as Herself  
Buttercup as Herself  
Dexter as Himself  
Kim Possible as Natasha Romanoff/Black Widow  
Ron Stoppable as Clint Barton/Hawkeye  
Trixie as Loki  
Agent Sean Razinski as Agent Phil Coulson  
Agent Candace Flynn as Agent Maria Hill  
June Darby as Eric Selvig  
SALLY as JARVIS**

**and William 'Bill' Fowler as Nick Fury**

**Darkfanboy presents**

**A Darkfanboy Production**

* * *

**Thank you all.**

**Thank you for reading this epic fanmake. It took me a long time to get all this way. But I made it.**

**I brought everyone together from many cartoons they came from and united them together.**

**I won't be doing "Iron Robot 3" until late November and I probably will make another story about the Powerpuff Girls in this universe.**

**Anyway... thank you for taking the time to read my awesome fanfic and hope to make more.**

**See ya, fellow Avengers.**

* * *

Back in the far reaches of Space, the Other stands before his master about his failure.

_"Humans." _She spoke in an eerie tone voice. _"They are not the cowering wretches we were promised. They stand. They are unruly, and therefore cannot be ruled." _The queen alien herself stands up from her throne and stares out at the stars in anger while the Other continues keeping his head down.

_"To challenge them... is to court death." _The Other insists.

The queen then turns her face to the Other and smiles. Her face is revealed and it is Queen Vexus. She smiles sinisterly at the Other's idea as she vows to rule the human race one way or another. The fanfic closes once again.

* * *

**Shawarma**

The Avengers; Jenny, Ben, Ron, Kim, Courage, Bubbles, Buttercup, Twilight, Blossom and Dexter sat around the table in an almost destroyed shawarma restaurant. The team was silent as they quietly enjoy shawarma or other snacks. Twilight uses her magic to pick up a shawarma and eats it while Jenny looked around to see that nobody wants to talk. Finding this awkward, Buttercup wipes her hands with a napkin as Ben stared at his food in boredom. Jenny then utters "I still can't eat."

And the fanfic closes.


End file.
